Xxxxx Payment Guarantee definition

Xxxxx Payment Guarantee means the irrevocable guarantee and indemnity from Xxxxx in favour of the FleetCo Security Agent (for and on behalf of itself and the other FleetCo Secured Creditors) in respect of: (i) the payment obligations of each Opco under the Transaction Documents to which such Opco is a party and (ii) the payment obligations of each FleetCo under the Transaction Documents to which such FleetCo is a party.
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Examples of Xxxxx Payment Guarantee in a sentence

  • If there is any conflict between the Common Terms as incorporated by reference into this Xxxxx Payment Guarantee and the other provisions of this Xxxxx Payment Guarantee, the provisions of the incorporated Common Terms shall prevail to the fullest extent permitted by applicable law.

  • The Common Terms shall be incorporated by reference into this Xxxxx Payment Guarantee.

  • The Guarantor waives any right it may have of first requiring a Beneficiary (or any trustee or agent on its behalf) to proceed against or enforce any other right or security or claim payment from any person before claiming from the Guarantor under this Xxxxx Payment Guarantee.

  • This Xxxxx Payment Guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Principal under the relevant Agreements, regardless of any intermediate payment or discharge in whole or in part.

  • If there is any inconsistency between the definitions given in this Xxxxx Payment Guarantee and those given in the Master Definitions Agreement or any other Transaction Document, the definitions set out in this Xxxxx Payment Guarantee will prevail.

  • This Xxxxx Payment Guarantee and the construction, validity and performance of this Xxxxx Payment Guarantee shall be governed by English law.

  • This Xxxxx Payment Guarantee cannot be amended without the consent of the Parties hereto.

  • A Beneficiary may convert any money received or realised by it under or pursuant to this Xxxxx Payment Guarantee which is not in the currency in which such sums are due and payable under each relevant Agreement from that currency into the currency in which such sum is due at the then prevailing commercial rate of exchange for the relevant conversion.

  • The Original Xxxxx Payment Guarantee shall be amended by deleting the words “VFN AF Shortfall” in clause 5.1.1(c)(ii) and replacing it with “FCT AF Shortfall”.

  • Unless otherwise defined in this Xxxxx Payment Guarantee or the context requires otherwise, capitalised words and expressions used in this Xxxxx Payment Guarantee have the meanings ascribed to them in the Master Definitions Agreement dated on or about the date hereof, and entered into by, amongst others, the Issuer, the Issuer Security Trustee and the Transaction Agent (the “Master Definitions Agreement”) (as the same may be amended, varied or supplemented from time to time).

Related to Xxxxx Payment Guarantee

  • 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.

  • Management Guarantees means guarantees (x) of up to an aggregate principal amount outstanding at any time of $25.0 million of borrowings by Management Investors in connection with their purchase of Management Stock or (y) made on behalf of, or in respect of loans or advances made to, directors, officers, employees or consultants of any Parent, the Company or any Restricted Subsidiary (1) in respect of travel, entertainment and moving-related expenses incurred in the ordinary course of business, or (2) in the ordinary course of business and (in the case of this clause (2)) not exceeding $10.0 million in the aggregate outstanding at any time.

  • 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.

  • Performance Guarantee means the security to be provided by the Contractor in accordance with Sub Clause 10.1 for the due performance of the Contract.

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

  • 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).

  • 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.

  • Guarantee Fee shall have the meaning given to that term in Section 4.1.

  • Eligible Guarantee means an unconditional and irrevocable guarantee that is provided by a guarantor as principal debtor rather than surety and is directly enforceable by Party B, where either (A) a law firm has given a legal opinion confirming that none of the guarantor’s payments to Party B under such guarantee will be subject to withholding for Tax or (B) such guarantee provides that, in the event that any of such guarantor’s payments to Party B are subject to withholding for Tax, such guarantor is required to pay such additional amount as is necessary to ensure that the net amount actually received by Party B (free and clear of any withholding tax) will equal the full amount Party B would have received had no such withholding been required.

  • 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.

  • 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 letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

  • 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.

  • Subsidiary Guaranty means the Subsidiary Guaranty made by the Subsidiary Guarantors in favor of the Administrative Agent and the Lenders, substantially in the form of Exhibit G.

  • Guarantee Amount means the maximum amount payable under a guarantee which amount shall be specifically set forth in writing at the time the guarantee is entered into by the authority.

  • Qualifying Affiliate Guarantee means a Qualifying Guarantee provided by a Reference Entity in respect of an Underlying Obligation of a Downstream Affiliate of that Reference Entity.

  • Refund Guarantee means a, or if more than one, each refund guarantee arranged by the Yard in respect of a Pre-delivery Installment and provided by one or more financial institutions contemplated by the Construction Contract, or by other financial institutions reasonably satisfactory to the Lead Arrangers, as credit support for the Yard’s obligations thereunder.

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

  • Guaranty of Payment means each Guaranty of Payment executed and delivered on or after the Closing Date in connection with this Agreement by the Guarantors of Payment, as the same may from time to time be amended, restated or otherwise modified.

  • 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.

  • 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.

  • Payment Agreement means a written agreement which provides

  • Insurance Agreement Event of Default means an "Event of Default" as defined in the Insurance Agreement.