Parent Guarantor. The Notes shall be Guaranteed by the Parent Guarantor in accordance with Article Fourteen of the Base Indenture.
Parent Guarantor. Guarantor will at all times (i) qualify and maintain its status as a self-directed and self-administered REIT, (ii) remain a publicly traded company with common stock listed on the New York Stock Exchange or NASDAQ, (iii) conduct substantially all of its business and hold substantially all of its assets through the Borrower and operate its business at all times so as to satisfy all requirements necessary to qualify as a real estate investment trust under Sections 856 through 860 of the Code, and (iv) maintain adequate records so as to comply with all record-keeping requirements relating to the qualification of Guarantor as a real estate investment trust as required by the Code and applicable regulations of the Department of Treasury promulgated thereunder and will properly prepare and timely file with the U.S. Internal Revenue Service all returns and reports required thereby.
Parent Guarantor promptly upon the reasonable request of any holder, information regarding any changes to the main board or the executive board of the Parent Guarantor and an up to date copy of its register of members (or equivalent in its jurisdiction of incorporation) (provided that the Parent Guarantor shall not be required to provide a copy of its register of members to any one holder more frequently than twice in any Financial Year unless such holder requires the register of members for know your customer requirements and/or if such holder suspects that there has been a Change of Control); and
Parent Guarantor. Parent waives any right which it may have under the existing or future law of Guernsey, whether by virtue of the “droit de division” or otherwise, to require that any liability under or in connection with this Indenture and/or the Notes be divided or apportioned with any other person or reduced in any manner whatsoever and, whether by virtue of the “droit de discussion” or otherwise, to require that recourse be had to the assets of another person before any claim is enforced against Parent in respect of the obligations assumed by Parent pursuant to this Indenture and/or the Notes.
Parent Guarantor. The Parent Guarantor undertakes the proper fulfillment of all obligations of Expedia pursuant to this Agreement.
Parent Guarantor. In the event that any direct or indirect parent company of the Company Guarantees the Notes pursuant to a Guarantee, the Company may satisfy its obligations with respect to delivery of financial information relating to the Company pursuant to Sections 7.1(a) and 7.1(b) by furnishing consolidated financial information relating to such parent and its Subsidiaries of the type and within the time periods prescribed by Sections 7.1(a) and 7.1(b); provided, however, that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its subsidiaries on a standalone basis, on the other hand.
Parent Guarantor. Name Position Xxxxxxxxx X. Xxx Chairman of the Board Xxx X. Xxxxxxx Director Xxxxxx X. Fargo Director Xxxxx X. Xxxxxx Director Xxxxxxx X. Xxxxx Director Xxxx X. Xxxxxxxxx, Xx. Director Xxxxxxx X. Xxxxxxxxx Director, President & CEO Xxxxxx X. Xxxxxx Director Xxxxxx X. Xxx Executive VP Xxxxxxx X. XxXxxxxxx Senior VP & Chief Information Officer Xxxxx X. X. Sekimura Senior VP & Chief Financial Officer Xxxxxxxx X. Xxxx Senior VP-Corporate Services Xxxxx Xxx Xxxxxx Treasurer Xxxxx X. Xxxxx Controller Xxxxx X. Xxxxx Secretary FINANCIAL STATEMENTS · Consolidated Financial Statements for the fiscal year ended December 31, 2011 · Consolidated Financial Statements for the fiscal year ended December 31, 2010 · Consolidated Financial Statements for the fiscal year ended December 31, 2009 SCHEDULE 5.5 (to Note Purchase and Guaranty Agreement) GOVERNMENTAL AUTHORIZATIONS Approvals of the issuance of the notes are required to be obtained from the Public Utilities Commission of the State of Hawaii and have been obtained in the following four Decisions and Orders: · Hawaii Public Utilities Commission Decision and Order dated November 1, 2011 and Order No. 30268 dated March 19, 2012 in Docket No. 2011-0068 for the Issuance of Unsecured Obligations and Guarantees · Hawaii Public Utilities Commission Decision and Order No. 30056 dated December 22, 2011 and Order No. 30269 dated March 19, 2012 in Docket No. 2011-0127 to Refinance Outstanding Series of Revenue Bonds through the Issuance of Unsecured Obligations and/or Refunding Special Purpose Revenue Bonds and Related Notes and Guarantees, and Authorization to Enter into Related Agreements SCHEDULE 5.7 (to Note Purchase and Guaranty Agreement) EXISTING INDEBTEDNESS HAWAIIAN ELECTRIC COMPANY, INC. AND SUBSIDIARIES AS OF FEBRUARY 29, 2012 (in thousands) Short-term debt - unsecured Commercial Paper (net of discount) $ 24,989 $175 Million Syndicated Credit Facility under Credit Agreement dated May 7, 2010, amended to expire on December 5, 2016. The Credit Agreement requires maintenance of a capitalization ratio by Company and restricts guarantees of subsidiary debt, and incurrence of debt by subsidiaries, if a specified ratio will be exceeded. $ 0