Non-U.S. Subsidiary Guarantor definition

Non-U.S. Subsidiary Guarantor means any Non-U.S. Subsidiary of the U.S. Borrower (other than the EMEA Borrower) that is or hereafter becomes a party to a Non-U.S. Subsidiary Guaranty.
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Non-U.S. Subsidiary Guarantor means a Subsidiary Guarantor that is incorporated in a jurisdiction other than the United States, any state thereof or the District of Columbia.
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Examples of Non-U.S. Subsidiary Guarantor in a sentence

  • Each Non-U.S. Subsidiary Guarantor agrees to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid.

  • Service of process upon the Authorized Agent with respect to any such action shall be deemed, in every respect, effective service of process upon any such Non-U.S. Subsidiary Guarantor.

  • Borrower Guarantor that is a Buyer Loan Party shall have duly executed and delivered the Closing Date U.S. Subsidiary Guaranty and (b) each Non-U.S. Subsidiary Guarantor that is a Buyer Loan Party shall have duly executed and delivered the Closing Date Non-U.S. Subsidiary Guaranty.

  • Notwithstanding the foregoing, any action against any Non-U.S. Subsidiary Guarantor arising out of or based on any Note may also be instituted by the Holder of such Note in any court in the jurisdiction of organization of such Non-U.S. Subsidiary Guarantor, and such Non-U.S. Subsidiary Guarantor expressly accepts the jurisdiction of any such court in any such action.

  • The foregoing indemnity shall constitute a separate and independent obligation of each Non-U.S. Subsidiary Guarantor and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid.

  • Notwithstanding the foregoing, the failure by any Non-U.S. Subsidiary Guarantor to execute and deliver a Guarantee Agreement on the Distribution Date in accordance with Section 3.8(c)(3) will not constitute a breach of this Section 10.7; provided that any such Non-U.S. Subsidiary Guarantor executes and delivers a Guarantee Agreement to provide a Note Guarantee within 90 days of the Distribution Date.

  • The undersigned Subsidiary (the “New Guarantor”) is executing this Supplement to become a Guarantor (and, as applicable, a U.S. Subsidiary Guarantor or a Non-U.S. Subsidiary Guarantor) under the Guarantee Agreement in order to induce the Lenders and the Issuing Banks to make additional extensions of credit under the Credit Agreement and as consideration for extensions of credit previously made or issued.

  • Notwithstanding the foregoing, any action against any Non-U.S. Subsidiary Guarantor arising out of or based on any Note may also be instituted by the Holder of such Note in any competent court in the jurisdiction of organization of such Non-U.S. Subsidiary Guarantor, and such Non-U.S. Subsidiary Guarantor expressly accepts the jurisdiction of any such court in any such action.

  • Borrower Guarantor that is a Buyer Loan Party shall have duly executed and delivered the Closing Date U.S. Subsidiary Guaranty and (b) each Non-U.S. Subsidiary Guarantor that is a Buyer Loan 146 -146- Party shall have duly executed and delivered the Closing Date Non-U.S. Subsidiary Guaranty.

  • The foregoing indemnity shall constitute a separate and independent obligation of each Non-U.S. Subsidiary Guarantor and the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid.

Related to Non-U.S. Subsidiary Guarantor

  • U.S. Subsidiary Guarantor means each U.S. Subsidiary which has executed and delivered to the U.S. Administrative Agent the U.S. Subsidiary Guaranty (or a supplement thereto).

  • Additional Subsidiary Guarantor means each Person that becomes a Subsidiary Guarantor after the Closing Date by execution of an Accession Agreement as provided in Section 6.12.

  • Canadian Subsidiary Guarantor each Canadian Subsidiary of any Canadian Borrower which executes and delivers the Canadian Guarantee and Collateral Agreement, in each case, unless and until such time as the respective Canadian Subsidiary Guarantor ceases to constitute a Canadian Subsidiary of the Parent Borrower or is released from all of its obligations under the Canadian Guarantee and Collateral Agreement in accordance with the terms and provisions thereof.

  • Subsidiary Guarantor means, collectively, the Subsidiaries of the Borrower that are Guarantors.

  • Wholly Owned Subsidiary Guarantor any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.

  • 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.

  • 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.

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

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

  • Subsidiary Guarantors means each direct or indirect Domestic Subsidiary that is a Restricted Subsidiary in existence on the Closing Date or that becomes a party to the Subsidiary Guaranty Agreement pursuant to Section 8.11.

  • 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.

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

  • Non-Guarantor means any Restricted Subsidiary that is not a Guarantor.

  • Guarantors means each of:

  • Non-Guarantor Restricted Subsidiary means any Restricted Subsidiary that is not a Subsidiary Guarantor.

  • Non-Guarantor Subsidiary means any Restricted Subsidiary that is not a Guarantor.

  • Non-U.S. Subsidiary means any Subsidiary that is not a U.S. Subsidiary.

  • Guarantor Subsidiary means each Guarantor other than Holdings.

  • Parent Guarantor has the meaning specified in the recital of parties to this Agreement.

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

  • Non-Guarantor Subsidiaries means, as of any date of determination, a collective reference to:

  • Guarantor Senior Debt of a Subsidiary Guarantor means all Obligations with respect to any Indebtedness of such Subsidiary Guarantor, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall be on a parity with or subordinated in right of payment to such Subsidiary Guarantor's Guarantee. Without limiting the generality of the foregoing, (x) "Guarantor Senior Debt" shall include the principal of, premium, if any, and interest on all Obligations of every nature of such Subsidiary Guarantor from time to time owed to the lenders under the Partnership Credit Facility, including, without limitation, principal of and interest on, and all fees, indemnities and expenses payable by such Subsidiary Guarantor under, the Partnership Credit Facility, and (y) in the case of amounts owing by such Subsidiary Guarantor under the Partnership Credit Facility and guarantees of Designated Senior Indebtedness, "Guarantor Senior Debt" shall include interest accruing thereon subsequent to the occurrence of any Event of Default specified in clause (h) or (i) of Section 6.01 relating to such Subsidiary Guarantor, whether or not the claim for such interest is allowed under any applicable Bankruptcy Law. Notwithstanding the foregoing, "Guarantor Senior Indebtedness" shall not include (i) Indebtedness evidenced by the Notes or the Guarantees, (ii) Indebtedness that is expressly subordinate or junior in right of payment to any other Indebtedness of such Subsidiary Guarantor, (iii) any liability for federal, state, local or other taxes owed or owing by such Subsidiary Guarantor, (iv) Indebtedness of such Subsidiary Guarantor to the Partnership or a Subsidiary of the Partnership or any other Affiliate of the Partnership, (v) any trade payables of such Subsidiary Guarantor, and (vi) any Indebtedness which is incurred by such Subsidiary Guarantor in violation of this Indenture.

  • Additional Guarantors shall have the meaning assigned to such term in the Preamble hereof.

  • Guarantor Subsidiaries has the meaning set forth in the Recitals to this Agreement.

  • Foreign Guarantors means and includes each Foreign Borrower and each Foreign Subsidiary Guarantor.

  • U.S. Guarantors means and include each U.S. Borrower (in its capacity as a guarantor under the U.S. Guaranty) and each U.S. Subsidiary Guarantor.