Newco Guarantee definition

Newco Guarantee the Guarantee to be executed and delivered by Newco substantially in the form of Exhibit B-3, as the same may be amended, supplemented or otherwise modified from time to time.
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Newco Guarantee has the meaning set out in Section 6(b)(ii) of this Agreement.
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Newco Guarantee is defined in Section 9.10.
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Examples of Newco Guarantee in a sentence

  • Newco, Reorganized PLC, Reorganized BV, and Reorganized RBCC consent to the jurisdiction of the courts located in the State of New York or the Courts of England as further set forth in the CULS instrument with respect to the enforcement of and disputes relating to the CULS Indenture, the respective CULS Instruments, the Newco Undertaking and the Newco Guarantee.

  • By signing a counterpart of this Supplemental Agreement in the space below provided, (a) Parent Newco acknowledges the foregoing amendments and confirms its Accession Agreement in respect of the Original Note Agreement as supplemented, amended and modified by this Supplemental Agreement and its Newco Guarantee and (b) each Subsidiary Guarantor acknowledges the foregoing amendments and confirms its Subsidiary Guarantee in respect of the Notes and the Amended Note Agreement.

  • The respective CULS Instruments, the Newco Guarantee and the Newco Undertaking will be governed and construed in accordance with the laws specified therein.

  • No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required for the validity of the execution, delivery or performance by (a) the Company of this Supplemental Agreement or the Amended Note Agreement, (b) Parent Newco of its Accession Agreement and Newco Guarantee, each as confirmed as provided below, or (c) the Subsidiary Guarantors of their respective Subsidiary Guarantees, as confirmed as provided below.


More Definitions of Newco Guarantee

Newco Guarantee means the Subsidiary Guarantee executed by Xxxxx and delivered to the Administrative Agent as of the Closing Date, pursuant to which Newco guarantees the Borrower's Obligations.
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Related to Newco Guarantee

  • 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.

  • 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.

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

  • 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.

  • Subsidiary Guarantee means the guarantee of the Notes by each Subsidiary Guarantor under this Indenture.

  • 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.

  • 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).

  • 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.

  • Corporate Guarantee means a guarantee of the obligations of the Borrowers under this Agreement and the other Finance Documents to which each Borrower is a party, in the Agreed Form;

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

  • Loan guarantee means any guar- antee, insurance, or other pledge with respect to the payment of all or a part of the principal or interest on any debt obligation of a non-Federal borrower to a non-Federal Lender, but does not in- clude the insurance of deposits, shares, or other withdrawable accounts in fi- nancial institutions.

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

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

  • 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.

  • 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:

  • 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.

  • Call Off Guarantee means a deed of guarantee that may be required under this Call Off Contract in favour of the Customer in the form set out in Framework Schedule 13 (Guarantee) granted pursuant to Clause 7 (Call Off Guarantee);

  • 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.

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

  • 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.

  • Note Guaranty means the guaranty of the Notes by a Guarantor pursuant to this Indenture.

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

  • 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;

  • Subsidiaries Guaranty shall have the meaning provided in Section 6.10.

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

  • Guarantee Agreement means the Guarantee Agreement executed by the Company and Wilmington Trust Company, as Guarantee Trustee, contemporaneously with the execution and delivery of this Indenture, for the benefit of the holders of the Preferred Securities, as modified, amended or supplemented from time to time.