Upstream Guarantee definition

Upstream Guarantee means the joint and several upstream guarantee dated on or about the Issue Date, and (if required) as amended on or about the Second Amendment effective Date, and executed by the Upstream Guarantors in favour of the Bondholders and securing the payment obligations of the Issuer towards the Bondholders under the Bonds, as such upstream guarantee may be varied, superseded and/or amended from time to time.
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Upstream Guarantee is defined in Section 6.3(E).
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Upstream Guarantee is defined in Section 6.3(E). "WORKING CAPITAL" means, as at any date of determination, the excess, if any, of (i) the Borrower's consolidated current assets, except cash and Cash Equivalents, over (ii) the Borrower's consolidated current liabilities, except current maturities of long-term debt and Revolving Credit Obligations as of such date and all accrued interest as of such date. The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms. Any accounting terms used in this Agreement which are not specifically defined herein shall have the meanings customarily given them in accordance with generally accepted accounting principles in existence as of the Original Closing Date. Any references to Subsidiaries of the Borrower set forth herein shall (i) with respect to representations and warranties which deal with historical matters be deemed to include all former Subsidiaries of any seller in connection with any Permitted Acquisition previously consummated or consummated after the date of this Agreement; and (ii) shall not be deemed a consent by the Lenders to the formation of any Subsidiaries by the Borrower.
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Examples of Upstream Guarantee in a sentence

  • However, the Agent is not responsible for the execution or enforceability of the Finance Documents or the perfection of the Upstream Guarantee.


More Definitions of Upstream Guarantee

Upstream Guarantee means the joint and several guarantee dated [●] executed by the Material Subsidiaries in favour of the Noteholders, the term of which are contained in the Programme Memorandum, as such guarantee may be varied, superseded and/or amended from time to time; and
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Upstream Guarantee means the guarantee and indemnity of the Guarantor in Clause 3.
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Upstream Guarantee means the joint and several upstream guarantee dated on or about the Issue Date and executed by the Upstream Guarantors in favour of the Bondholders and securing the payment obligations of the Issuer towards the Bondholders under the Bonds, as such upstream guarantee may be varied, superseded and/or amended from time to time.
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Related to Upstream Guarantee

  • Guarantee means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

  • 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).

  • Bid guarantee means the bid bond, cashier's check or certified check submitted as part of the bid proposal, payable to the contracting unit, ensuring that the successful bidder will enter into a contract.

  • Parent Company Guarantee means a parent company guarantee to be delivered by the Supplier pursuant to Clause 5.6;

  • Parent Guarantee means the guarantee of payment of the Securities by the Parent Guarantor pursuant to the terms of this Indenture.

  • Subsidiary Guarantee means any guarantee of the obligations of the Issuers under this Indenture and the Notes by any Subsidiary Guarantor in accordance with the provisions of this Indenture.

  • Note Guarantee means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.

  • CONSTRUCTION GUARANTEE means a guarantee at call obtained by the contractor from an institution approved by the employer in terms of the employer's construction guarantee form as selected in the schedule

  • Loan guarantee means the Guarantee by each Guarantor of the Obligations (other than any Obligations with respect to Swap Contracts of Treasury Services Agreements), executed pursuant to the provisions of the Facility Guaranty.

  • Subsidiary Guarantee Agreement means the Subsidiary Guarantee Agreement, substantially in the form of Exhibit I, made by the Subsidiary Guarantors in favor of the Collateral Agent for the benefit of the Secured Parties.

  • Canadian Guarantee means the Canadian Guarantee Agreement, made by each of the Canadian Guarantors in favor of the Canadian Administrative Agent for the benefit of the Lenders to the Canadian Borrower, substantially in the form of Exhibit A-1, as the same may be amended, supplemented or otherwise modified from time to time.

  • Service Guarantee means any payment or other benefit that one party provides to the other party when it fails to meet a Service Standard for which a guarantee payment is provided should that Service Standard not be met;

  • Corporate Guarantee means the guarantee required to be executed hereunder by the Corporate Guarantor in such form as the Bank may agree or require ;

  • 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.

  • Limited Guarantee has the meaning set forth in the Recitals.

  • Swap Guarantee If so specified in the Supplement with respect to any Series, the guarantee issued by the Swap Guarantor in favor of the Trust substantially in the form attached as an exhibit to the Swap Agreement.

  • Holdings Guaranty means the Holdings Guaranty made by Holdings in favor of the Collateral Agent on behalf of the Secured Parties, substantially in the form of Exhibit F-1.

  • Subsidiary Guaranty means, collectively, the Subsidiary Guaranty made by the Subsidiary Guarantors in favor of the Collateral Agent on behalf of the Secured Parties, substantially in the form of Exhibit F-2, together with each other Guaranty and Guaranty supplement delivered pursuant to Section 6.12.

  • Security Guarantee means the guarantee of the Securities executed by each Guarantor and the notation thereof executed pursuant to the provisions of this Indenture.

  • Guaranty means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:

  • Financial guarantee means a performance bond, maintenance bond, surety bond, irrevocable letter of credit, or similar guarantees submitted to the [administering authority] by the responsible party to assure that requirements of the ordinance are carried out in compliance with the storm water management plan.

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

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

  • Guaranty Agreement means a supplemental indenture, in a form satisfactory to the Trustee, pursuant to which a Subsidiary Guarantor guarantees the Company’s obligations with respect to the Securities on the terms provided for in this Indenture.

  • Common Securities Guarantee means the guarantee agreement to be dated as of [ ] of the Sponsor in respect of the Common Securities.

  • Consumer Guarantee means a consumer guarantee applicable to this contract under the Australian Consumer Law, including any Express Warranty.