First Priority Guarantor definition

First Priority Guarantor means Celebrity Cruise Lines Inc. (and any of its successors) and any other First Priority Holdco Subsidiary that has granted or, prior to that entity becoming a First Priority Holdco Subsidiary pursuant to a Disposal of a First Priority Asset in accordance with Section 9.5(a)(v)(A), will grant a First Priority Guarantee.
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First Priority Guarantor and “First Priority Guarantors” means each and every Restricted Subsidiary until a successor replaces any or all of them in accordance with the provisions of this First Priority Indenture, and thereafter means such successor or successors.
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First Priority Guarantor the collective reference to the Initial Guarantors and the Additional Guarantors.
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Examples of First Priority Guarantor in a sentence

  • The obligations of each First Priority Guarantor hereunder shall survive the payment in full of the obligations of such First Priority Guarantor under its First Priority Guarantee and each other First Priority Guarantee and shall be enforceable against such First Priority Guarantor without regard to and without giving effect to any defense, right of offset, or counterclaim available to or which may be asserted by the Company or any other First Priority Guarantor.

  • All project MOUs will be reviewed regularly and amended as needed by any project partner.

  • Each First Priority Guarantor hereby acknowledges communication of the terms of this First Priority Indenture, the First Priority Securities, and all other First Priority Documents, and consents to and approves of the same.

  • Each payment to be made by a First Priority Guarantor hereunder or under a First Priority Guarantee shall be made in U.S. Dollars without set-off, counterclaim, reduction, or diminution of any kind or nature, and shall be accompanied by payment of all Additional Amounts, if any.

  • Any indenture, loan or debt agreement of the Company, any First Priority Guarantor, or any of their respective Subsidiaries may not be used to interpret this First Priority Indenture.

  • If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 12.2, and the making or service of such presentations, surrenders, notices, and demands shall be deemed authorized by the Company and each First Priority Guarantor and valid for all purposes.

  • Each First Priority Guarantor shall pay on demand by the First Priority Indenture Trustee any and all costs, fees, and expenses (including, without limitation, legal fees on a solicitor and client basis) incurred by the First Priority Indenture Trustee, its agents, advisors, and counsel or any of the First Priority Holders in enforcing any of their rights under this Article IX or any First Priority Guarantee.

  • The rights, remedies, powers, and privileges in the First Priority Guarantees and under this First Priority Indenture, the First Priority Securities, each other First Priority Document, and any other document or instrument between a First Priority Guarantor and the Company or between a First Priority Guarantor and the First Priority Indenture Trustee are cumulative and not exclusive of any rights, remedies, powers, and privilege provided by law.

  • No First Priority Guarantee shall operate by way of merger of any of the obligations of a First Priority Guarantor under any other agreement, including, without limitation, this First Priority Indenture and any First Priority Security.

  • The obligations of each First Priority Guarantor hereunder and under each First Priority Guarantee shall be continuing and shall remain in full force and effect until all such obligations have been paid and satisfied in full.


More Definitions of First Priority Guarantor

First Priority Guarantor has the meaning assigned to that term in the Recitals to this Agreement.
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First Priority Guarantor means each Subsidiary of Borrower that executes a First Priority Guaranty, including, without limitation, each of the Subsidiaries identified as a “First Priority Guarantor” on Schedule 4.2.
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Related to First Priority Guarantor

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

  • security guard means an employee defined as a “guard” or a “security guard” in terms of the Basic Conditions of Employment Act. 1983;

  • Facility Guaranty means the Guaranty made by the Guarantors in favor of the Agent and the other Credit Parties, in form reasonably satisfactory to the Agent.

  • Subordinated Creditor means any creditor of Tenant which is a party to a Subordination Agreement in favor of Landlord.

  • First Priority Secured Parties means the First Priority Representative, the First Priority Creditors and any other holders of the First Priority Obligations.

  • Subordinated Creditors means all creditors the indebtedness of which is subordinated, in the event of the Winding-Up of DSB, in right of payment to the claims of depositors and other unsubordinated creditors of DSB other than those whose claims rank or is expressed to rank by operation of law or contract pari passu with, or junior to, the claims of the Noteholders. For this purpose indebtedness shall include all liabilities, whether actual or contingent;

  • Guarantor means: .............................................................................................................................................

  • First Priority Obligations means, collectively, (i) the Credit Agreement Secured Obligations, (ii) each Series of Other First-Priority Obligations and (iii) any other First-Priority Hedging Obligations and First-Priority Cash Management Obligations (which shall be deemed to be part of the Series of Other First-Priority Obligations to which they relate to the extent provided in the applicable Other First-Priority Agreement).

  • Second Priority Secured Parties means the Second Priority Representative, the Second Priority Creditors and any other holders of the Second Priority Obligations.

  • First Priority Lien means any Lien created by the First Priority Security Documents.

  • First Priority Documents means the First Priority Agreement, each First Priority Security Document and each First Priority Guarantee.

  • Senior Creditor means a holder or holders of Senior Indebtedness and includes any representative or representatives, agent or agents or trustee or trustees of any such holder or holders;

  • ABL Secured Parties means “Secured Parties” as defined in the ABL Credit Agreement.

  • Secured Creditors shall have the meaning assigned that term in the respective Security Documents.

  • Second Lien Agent means the “Agent” under and as defined in the Second Lien Credit Agreement.

  • First Priority Lien Obligations means (i) all Secured Bank Indebtedness, (ii) all other Obligations (not constituting Indebtedness) of the Issuer and its Restricted Subsidiaries under the agreements governing Secured Bank Indebtedness and (iii) all other Obligations of the Issuer or any of its Restricted Subsidiaries in respect of Hedging Obligations or Obligations in respect of cash management services, in each case owing to a Person that is a holder of Indebtedness described in clause (i) or Obligations described in clause (ii) or an Affiliate of such holder at the time of entry into such Hedging Obligations or Obligations in respect of cash management services.

  • Secured Parties means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks, the Cash Management Banks, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c).

  • Guaranteed Parties means (a) each Lender, (b) each Issuing Bank, (c) the Administrative Agent, (d) each Joint Bookrunner, (e) each Person to whom any Guaranteed Cash Management Obligations are owed, (f) each counterparty to any Swap Agreement the obligations under which constitute Guaranteed Swap Obligations, (g) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (h) the permitted successors and assigns of each of the foregoing.

  • Second Priority Obligations means (a) with respect to the Existing Second Priority Agreement, all “Secured Obligations” of each Loan Party as defined in the “Security Agreement” referred to in the Existing Second Priority Agreement and (b) with respect to each other Second Priority Agreement, (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all indebtedness under such Second Priority Agreement, and (ii) all guarantee obligations, fees, expenses and other amounts payable from time to time pursuant to the applicable Second Priority Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding. To the extent any payment with respect to any Second Priority Obligation (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any First Priority Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties and the Second Priority Secured Parties hereunder, be deemed to be reinstated and outstanding as if such payment had not occurred.

  • Secured Creditor means the Trustee, the Margin Loan Provider and the holders of the ETP Securities.

  • Second Priority Representative means (i) in the case of the Initial Second Priority Debt Facility covered hereby, the Initial Second Priority Representative and (ii) in the case of any Second Priority Debt Facility and the Second Priority Debt Parties thereunder the trustee, administrative agent, collateral agent, security agent or similar agent under such Second Priority Debt Facility that is named as the Representative in respect of such Second Priority Debt Facility in the applicable Joinder Agreement.

  • Junior Creditor means any Defaulting Bank which has not (x) fully cured each and every default on its part under the Loan Documents and (y) unconditionally tendered to the Administrative Agent such Defaulting Bank’s Pro Rata Share of all costs, expenses and disbursements required to be paid or reimbursed pursuant to the terms of the Loan Documents.

  • Senior Lien means the Liens on the Senior Collateral in favor of the Senior Secured Parties under the Senior Collateral Documents.

  • Second Priority Documents means each Second Priority Agreement, each Second Priority Security Document and each Second Priority Guarantee.

  • First Priority Liens means all Liens that secure the First Priority Lien Obligations.

  • U.S. Guarantor means a Guarantor whose jurisdiction of organisation is a state of the United States of America or the District of Columbia.