Guarantee Release Condition definition

Guarantee Release Condition means the requirement that either (i) four-quarter Consolidated EBITDA for each of the four mostly recently ended fiscal quarters (for which financial statements have been delivered pursuant to Section 6.01(a) or (b)) exceeds $250,000,000 or (ii) the Parent or the Borrower has received at least one Investment Grade Rating with a stable outlook or better.
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Guarantee Release Condition means the requirement that either (a) (i) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on the last day of the most recently ended fiscal quarter or fiscal year for which financial statements have been delivered pursuant to
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Guarantee Release Condition means, at any time, the requirement that the Borrower’s senior unsecured non-credit enhanced long term debt has a rating of (a) at least Baa3 from Xxxxx’x and at least BB+ from S&P, in each case with stable outlook or better, or (b) at least BBB- from S&P and at least Ba1 from Xxxxx’x, in each case with stable outlook or better.
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Examples of Guarantee Release Condition in a sentence

  • The Company or, prior to the satisfaction of the Guarantee Release Condition, the Parent Guarantor shall deliver to the Trustee within 120 days after the end of each fiscal year an Officers’ Certificate stating whether or not the signers know of any Default that occurred during such period.

  • Pursuant to the Parent Guaranty Agreement, the BD Guarantee will be automatically and unconditionally terminated and released, without any action on the part of the Trustee, any Holder of the Notes or any other Person, upon the satisfaction of the BD Guarantee Release Condition.

  • The Parent Guarantor and its Subsidiaries (prior to the satisfaction of the Guarantee Release Condition) and the Company and its Subsidiaries (following the satisfaction of Guarantee Release Condition) must comply with the appropriate provisions of the Exchange Act, including Rule 14e-1, in the event of a Change of Control Offer.

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Related to Guarantee Release Condition

  • Release Condition means the following:

  • Release Conditions mean the following conditions: (i) Company has received the Executive’s executed Release and (ii) any rescission period applicable to the Executive’s executed Release has expired.

  • Guarantee Requirement means, at any time, the requirement that:

  • Collateral and Guarantee Requirement means, at any time, the requirement that:

  • Escrow Release Conditions means, collectively, the conditions set forth in Section 4.3.

  • Collateral Release Date shall have the meaning provided in Section 10.15(d).

  • Guarantee Test(s means the test(s) specified in the Technical Specifications to be carried out to ascertain whether the Facilities or a specified part thereof is able to attain the Functional Guarantees specified in the Technical Specifications in accordance with the provisions of GCC Sub-Clause 20.2.1 (Guarantee Test) hereof during/after successful Commissioning followed by Trial - Operation.

  • discharge pipe means a pipe from which discharges are made or are to be made under Section 165(1) of the 1991 Act; "disposal main" means (subject to Section 219(2) of the 1991 Act) any outfall pipe or other pipe which-

  • Condition Satisfaction Date shall have the meaning set forth in Section 7.2.

  • Collateral Release Period means each period commencing with the occurrence of a Collateral Release Event and continuing until the occurrence of the next Collateral Reinstatement Event, if any, immediately following such Collateral Release Event.

  • Performance and Guarantee Test means all operational checks and tests required to determine and demonstrate capacity, efficiency and operating characteristics as specified in the Contract Documents.

  • Discharge Monitoring Report or "DMR" means the EPA uniform national form, including any subsequent additions, revisions, or modifications, for the reporting of self-monitoring results by permittees.

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

  • Discharge plan means the written plan that establishes the criteria for an individual's discharge from a service and identifies and coordinates delivery of any services needed after discharge.

  • Guarantee Event of Default means a default by the Guarantor on any of its payment or other obligations under this Guarantee.

  • Senior Discharge Date means the first date on which all of the Senior Debt (other than contingent indemnification obligations) has been paid indefeasibly in full in cash and all commitments of Senior Lenders under the Senior Loan Documents have been terminated.

  • Performance and Guarantee Tests , shall mean all operational checks and tests required to determine and demonstrate capacity, efficiency, and operating characteristics as specified in the Contract Documents.

  • Additional Collateral Documents as defined in the Base Intercreditor Agreement.

  • 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.

  • Redemption Conditions means, with respect to any payment of cash in respect of the principal amount of any Permitted Convertible Debt, satisfaction of each of the following events: (a) no Default or Event of Default shall exist or result therefrom, and (b) both immediately before and at all times after such redemption, Borrower’s Qualified Cash shall be no less than the sum of 150% of the outstanding Secured Obligations plus the Qualified Cash A/P Amount.

  • Collateral Trust Joinder means (i) with respect to the provisions of this Agreement relating to any Additional Parity Lien Debt, an agreement substantially in the form of Exhibit B, and (ii) with respect to the provisions of this Agreement relating to the addition of additional Grantors, an agreement substantially in the form of Exhibit C.

  • Discharge of Senior Obligations means the date on which the Discharge of Credit Agreement Obligations and the Discharge of each Additional Senior Debt Facility has occurred.

  • Acute condition means that the individual is medically unstable. Such an individual requires frequent monitoring by medical professionals, such as physicians and registered nurses, in order to maintain his or her health status.

  • Operative Indentures means, as of any date, each “Indenture” (as such term is defined in the Note Purchase Agreement), including the Indenture, whether or not any other “Indenture” shall have been entered into before or after the date of the Indenture, but only if as of such date all “Equipment Notes” (as defined in each such “Indenture”) are held by the “Subordination Agent” under the “Intercreditor Agreement”, as such terms are defined in each such “Indenture”.

  • Payment Condition at any time of determination with respect to any Specified Transaction, that the following conditions are all satisfied: (x) (1) 30-Day Specified Excess Availability (divided by Availability as of such time of determination and expressed as a percentage) and (2) the Specified Availability on the date of such Specified Transaction (divided by Availability as of such time of determination and expressed as a percentage), in each case exceed the applicable Availability Percentage (as defined below), (y) unless the Fixed Charge Condition (as defined below) is satisfied (to the extent applicable), the Parent Borrower shall be in Pro Forma Compliance with a minimum Consolidated Fixed Charge Coverage Ratio of at least 1.00:1.00 and (z) if reasonably requested by the Administrative Agent, the Borrower Representative shall have delivered to the Administrative Agent (i) a copy of calculations required by preceding clause (y) in reasonable detail and (ii) a calculation of Specified Unrestricted Cash. As used herein, the following terms shall have the following meanings: (i) “Availability Percentage” shall mean (a) in respect of any Restricted Payment pursuant to Subsection 8.3(k), 12.5%; (b) in respect of (A) any investment or acquisition permitted pursuant to clause (u) of the definition of “Permitted Investments” or (B) clause (c)(i) of the definition of “Permitted Acquisitions,” 10.0%; (c) in respect of any payment, repurchase or redemption pursuant to Subsection 8.6(a), 12.5%; (d) in respect of any merger, consolidation, amalgamation or asset sale pursuant to Subsection 8.2(a) or 8.2(b), 10.0%; and (e) in respect of any Asset Sale that would otherwise have to comply with Subsection 8.5, 10.0%; and (ii) “Fixed Charge Condition” shall mean 30-Day Specified Excess Availability (divided by Availability as of such time of determination and expressed as a percentage) exceeds: (a) in respect of any Restricted Payment pursuant to Subsection 8.3(k), 17.5%; (b) in respect of any acquisition permitted pursuant to clause (c)(i) of the definition of “Permitted Acquisitions”, 15.0%; (c) in respect of any investment permitted pursuant to clause (u) of the definition of “Permitted Investments”, 15.0%; (d) in respect of any payment, repurchase or redemption pursuant to Subsection 8.6(a), 15.0%; and (e) in respect of (A) any merger, consolidation, amalgamation or asset sale pursuant to Subsection 8.2(a) or 8.2(b) or (B) any Asset Sale that would otherwise have to comply with Subsection 8.5, 15.0%.

  • Discharge of ABL Obligations has the meaning specified in the Intercreditor Agreement.