Seller Parent Guarantee definition

Seller Parent Guarantee means the guarantee given by Seller Parent to Buyer at the Closing Date to guarantee the obligations of Seller to Buyer under this Agreement, substantially in the form of Exhibit J hereto.
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Seller Parent Guarantee has the meaning set forth in Section 4.3.(k).
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Seller Parent Guarantee means the Seller Parent Guarantee dated as of the Execution Date, in form and substance similar to Exhibit G.
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Examples of Seller Parent Guarantee in a sentence

  • Upon delivery of the Seller Parent Guarantee, the Seller Parent Guarantee will be a valid and binding agreement of Seller Parent, enforceable against Seller Parent in accordance with its terms, subject to the Bankruptcy Exception.

  • This Agreement, the attached Exhibits and Schedules and the agreements executed simultaneously herewith (including the Assignment, the Buyer Parent Guarantee and the Seller Parent Guarantee), set forth the entire agreement and understanding of the Parties in respect to the transactions contemplated hereby and thereby and supersede all prior agreements, arrangements and undertakings, whether written or oral, relating to the subject matter hereof.

  • Seller Parent has the full legal right, requisite corporate power and corporate authority, and prior to delivery of the Seller Parent Guarantee, Seller Parent will have taken all corporate action necessary, in order to execute, deliver and perform fully its obligations under the Seller Parent Guarantee.

  • There should be no discussions of historical or projected results with brokers, banks or analysts other than members of the sponsors.

  • Any cash or other collateral posted by Seller Parent or its Affiliates (including the Selling Parties) in respect of any Seller Parent Guarantee shall be delivered to Seller Parent promptly following such release to the extent not included in the Final Cash Amount.

  • Seller Parent will obtain benefits as a result of the execution and performance of the Agreement by Seller, and, as an inducement for Purchaser to enter into and effect the transactions contemplated by the Agreement, Seller Parent has agreed to enter into this Seller Parent Guarantee.

  • The Parties agree that Section 5.16(a) of the Disclosure Schedule shall be updated on a monthly basis to reflect new or renewed Seller Parent Guarantee provided pursuant to Section 5.16(b) and Section 5.16(c).

  • If Buyer is unable to effect such a substitution and release with respect to any Seller Parent Guarantee, Buyer shall indemnify Seller Parent and each Selling Party against any and all Loss or Expense arising from such Seller Parent Guarantee; provided that the foregoing obligation of Buyer to indemnify Seller Parent and the Selling Parties shall expressly exclude any Losses and Expenses for which Seller Parent is required to indemnify the Buyer Indemnified Parties pursuant to Section 11.1(a).

  • Within 60 days after the end of each calendar quarter, Buyer shall deliver to Seller Parent a list of all claims and disputes arising during such calendar quarter under any Contract that is guaranteed by, the subject of, or under which Seller Parent or any of its Affiliates may have any liability or credit exposure as a result of, any Seller Parent Guarantee.

  • The Seller Parent Guarantee shall cease to be in full force and effect or Peabody shall fail to perform fully its obligations thereunder in accordance with the terms thereof, and such failure continues for a period of ten (10) Days after Notice of such default is delivered to Peabody.


More Definitions of Seller Parent Guarantee

Seller Parent Guarantee means the guarantee from Silver Point Capital Fund, L.P., a Delaware limited partnership, Silver Point Capital Offshore Master Fund, L.P., a Cayman Islands exempted limited partnership and SPCP Group III of Seller’s obligations hereunder in the form attached hereto as Exhibit C.
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Seller Parent Guarantee means the guarantee provided by the Seller Parent and China National Chemical Corporation in favor of any lender of any Group Company from time to time. A list of Seller Parent Guarantees existing as of the date hereof is set forth in Section 5.17 of the Disclosure Schedule.
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Seller Parent Guarantee has the meaning set forth in Section 6.1(f) herein.
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Seller Parent Guarantee means the agreement attached as Exhibit 2.
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Seller Parent Guarantee means that certain guarantee dated as of the date hereof and delivered by GE Capital Franchise Finance Corporation to Purchaser.
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Related to Seller Parent Guarantee

  • 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.

  • Parent Guaranty means the guaranty of the Parent pursuant to Section 15.

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

  • Parent Guarantors means the Company, Holdings I, Holdings II, Holdings III, Holdings IV and Holdings V.

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

  • Seller Guarantor means (i) [ ] (so long as it qualifies as an Acceptable Guarantor) or (ii) any other Acceptable Guarantor.

  • Seller Guaranty means a guaranty of payment and performance issued by a Seller Guarantor in the form attached to this Agreement as Exhibit V or in such other form as may be acceptable to Purchaser acting reasonably.

  • 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.

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • Performance Guarantee means the security to be provided by the Contractor in accordance with Sub Clause 10.1 for the due performance of the Contract.

  • 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.

  • 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.

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

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

  • Ultimate Parent means a Company, which owns not less than fifty-one percent (51%) equity either directly or indirectly in the Parent and Affiliates.

  • Financial guarantee means a performance bond, maintenance bond, surety bond, irrevocable letter of credit, or similar guarantees submitted to the [administering authority] by the responsible party to assure that requirements of the ordinance are carried out in compliance with the storm water management plan.

  • IDI Subsidiary means any Issuer Subsidiary that is an insured depository institution.

  • Management Guarantees means guarantees (x) of up to an aggregate principal amount outstanding at any time of $25.0 million of borrowings by Management Investors in connection with their purchase of Management Stock or (y) made on behalf of, or in respect of loans or advances made to, directors, officers, employees or consultants of any Parent, the Company or any Restricted Subsidiary (1) in respect of travel, entertainment and moving-related expenses incurred in the ordinary course of business, or (2) in the ordinary course of business and (in the case of this clause (2)) not exceeding $10.0 million in the aggregate outstanding at any time.

  • 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.

  • 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).

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

  • Guaranty Agreement means an agreement executed by the Guarantors in substantially the form of Exhibit F-2 unconditionally guarantying on a joint and several basis, payment of the Indebtedness, as the same may be amended, modified or supplemented from time to time.

  • Company Guaranty means the Company Guaranty made by the Company in favor of the Administrative Agent and the Lenders, substantially in the form of Exhibit F.

  • 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.

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

  • 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;