Recourse Guarantor definition
Examples of Recourse Guarantor in a sentence
No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Account Party or the Limited Recourse Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.
Except to the extent constituting Permitted Liens, no Lien for Taxes has been filed (except for Taxes not yet delinquent that are being contested in good faith by appropriate proceedings), and to the knowledge of the Account Party and the Limited Recourse Guarantor, based on the receipt of written notice, no claim is being asserted, with respect to any Tax.
Each Loan Party has timely paid or caused to be timely paid all material Taxes due and payable by it and all assessments received by it, except Taxes that are being contested in good faith by appropriate proceedings and for which the Account Party or the Limited Recourse Guarantor, as applicable, shall have set aside on its books adequate reserves in accordance with GAAP or except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.
Neither the Account Party nor the Limited Recourse Guarantor (a) intends to treat the Transactions or any of the other transactions contemplated by any Loan Document as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4) or (b) is aware of any facts or events that would result in such treatment.
Following the application of the proceeds of the Letters of Credit, Margin Stock will not constitute more than 25% of the value of the assets of the Account Party, the Limited Recourse Guarantor and the Subsidiaries of the Limited Recourse Guarantor.
The Limited Recourse Guarantor hereby covenants that any payments made by the Limited Recourse Guarantor pursuant to this Article VII will be paid as specified in Section 2.13.
The Limited Recourse Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Account Party with respect to the L/C Obligations.
The indebtedness, liabilities and obligations of the Company under this Indenture and under the Debentures will be guaranteed by the Limited Recourse Guarantor with recourse limited to a pledge of all present and future shares issued by the Guarantor.
Notwithstanding the foregoing each Lender acknowledges and agrees that the Agent has no obligation to ascertain the identity of any Credit Party or Limited Recourse Guarantor, or any authorized signatories of any Credit Party or Limited Recourse Guarantor, on behalf of such Lender or to confirm the completeness or accuracy of any information that the Agent obtains from any Credit Party or Limited Recourse Guarantor, or any such authorized signatory, in doing so.
At all times own 100% of the Capital Stock of the Account Party (other than any special membership interest owned by, or by Persons on behalf of, or at the request of, the Issuing Bank or any other issuing bank under any Additional L/C Facility Agreement) such that the Account Party shall at all times be (except for any such special membership interest) a wholly owned subsidiary of the Limited Recourse Guarantor.