Ultimate Parent Guaranty definition

Ultimate Parent Guaranty means the Ultimate Parent Guaranty dated as of the First Amendment Effective Date, made by the Ultimate Parent in favor of the Administrative Agent, for the benefit of the other holders of Secured Obligations.
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Ultimate Parent Guaranty means the guaranty agreement dated on or prior to the Second Amendment Effective Date by and between the Ultimate Parent Guarantor and the Administrative Agent.”
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Ultimate Parent Guaranty means that certain Guaranty, dated as of the Third Amendment Effective Date, by the Ultimate Parent in favor of the Administrative Agent, substantially in the form attached hereto as Exhibit P.
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Examples of Ultimate Parent Guaranty in a sentence

  • The requirements of this paragraph may be satisfied by providing a copy of the confirmation of an unrecognized transaction, marked “don’t know,” together with the date and the name of the firm and person providing the notice.

  • Buyer's Ultimate Parent acknowledges and agrees that its liability under Buyer's Ultimate Parent Guaranty is joint and several with Buyer and, upon any default by Buyer, PCC shall not be obligated to first attempt enforcement against Buyer.

  • For purposes of Buyer's Ultimate Parent Guaranty, Buyer's Ultimate Parent shall be deemed to include the surviving entity in any merger or consolidation involving Buyer's Ultimate Parent, each of whom shall be bound by the provisions of the Buyer's Ultimate Parent Guaranty and this Agreement.

  • Buyer's Ultimate Parent hereby waives any and all defenses to enforcement of Buyer's Ultimate Parent Guaranty, now existing or hereafter arising, which may be available to guarantors, sureties and other secondary parties at law or in equity.

  • Notwithstanding the above to the contrary, if at the time the Ultimate Parent Guaranty referred to above (or any portion thereof) is to expire and Seller or Ultimate Parent has received notice of an indemnification claim with respect to such portion, the term of the applicable portion of the Ultimate Parent Guaranty shall be extended until such time as the claim for indemnification has been determined.

  • In order to secure its indemnification obligations under this Agreement, at the Closing Seller at its sole expense will provide Buyer with a guaranty of Ultimate Parent in the form mutually acceptable to Buyer and Seller (which shall provide for alternative security in the form of a letter of credit in the event the net worth of Ultimate Parent is substantially reduced) ("Ultimate Parent Guaranty").

  • The Borrower will ensure that any New Parent Guarantor shall execute and deliver to the Revolver Administrative Agent, for the benefit of the Secured Parties, a guaranty substantially similar in form to the Ultimate Parent Guaranty (except that for the avoidance of doubt, any such guaranty shall not be required to contain any covenants provided by the Ultimate Parent in Section 6 (Covenant) of such Ultimate Parent Guaranty).


More Definitions of Ultimate Parent Guaranty

Ultimate Parent Guaranty. Section 8.7 "Unlisted Intangibles" Section 3.15
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Related to Ultimate Parent Guaranty

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

  • Ultimate Parent means a Company, which owns not less than fifty-one percent (51%) equity either directly or indirectly in the Parent and Affiliates.

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

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

  • Payment Guaranty means, if applicable, that certain Guaranty (Payment) of even date herewith executed by Guarantor to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

  • Ultimate Parent Company means a company which owns at least twenty six percent (26%) equity in the Bidding Company or Member of a Consortium, (as the case may be) and in the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) and such Bidding Company or Member of a Consortium, (as the case may be) and the Technically Evaluated Entity and/or Financially Evaluated Entity (as the case may be) shall be under the direct control or indirectly under the common control of such company;

  • Ultimate Parent Entity means a Constituent Entity of an MNE Group that meets the following criteria:

  • 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 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.

  • 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.

  • Consolidated Subsidiary means at any date any Subsidiary or other entity the accounts of which would be consolidated with those of the Borrower in its consolidated financial statements if such statements were prepared as of such date.

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

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

  • Performance Guaranty means the Performance Guaranty, dated as of the Closing Date, entered into by Performance Guarantor in favor of Administrative Agent.

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

  • 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.

  • Intermediate Parent means any Subsidiary of Holdings and of which the Borrower is a subsidiary.

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

  • Significant Guarantor means any guaranty agency that guarantees trust student loans comprising at least 10% of the Pool Balance of the trust student loans by outstanding principal balance as of the statistical disclosure date.

  • Specified Guarantor means any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 11.12).

  • Borrower Pledge Agreement means the Pledge Agreement of even date herewith executed by Borrower in favor of Agent, on behalf of itself and Lenders, pledging all Stock of its Subsidiaries, if any, and all Intercompany Notes owing to or held by it.

  • Guarantor Subsidiary means each Guarantor other than Holdings.

  • Initial Borrower has the meaning specified in the preamble hereto.

  • Guarantor Subsidiaries has the meaning set forth in the Recitals to this Agreement.

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Borrower.