Subsidiary Note Guaranty definition

Subsidiary Note Guaranty means any agreement pursuant to which a Consolidated Subsidiary has guaranteed the Debt of the Company under the Notes.
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Subsidiary Note Guaranty means any Guaranty of any Subsidiary of the Company with respect to the payment of the Notes and all other sums due and owing by the Company under this Agreement (including the Existing Subsidiary Note Guaranty).
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Subsidiary Note Guaranty means any Guaranty of any Subsidiary of the Company with respect to the payment of the Notes and all other sums due and owing by the Company under this Agreement, which Guaranty shall be in the form attached to the First Amendment as Exhibit B. "Stock Pledge Agreement" shall have the meaning set forth in Section 5.18. "Total Adjusted Capitalization" shall mean, as of any date, the sum of Consolidated Net Worth and Total Seasonally Adjusted Debt as of such date. "Total Debt" as of any date, shall mean, without duplication, all of the following for the Company and its Subsidiaries on a consolidated basis: (a) all Indebtedness for borrowed money and similar monetary obligations evidenced by bonds, notes, debentures, acceptances, Capitalized Lease obligations or otherwise, (b) all liabilities secured by any Lien existing on property owned or acquired by the Company or any Subsidiary subject thereto, whether or not the liability secured thereby shall have been assumed, (c) all reimbursement obligations under outstanding letters of credit, bankers' acceptances or similar instruments in respect of drafts which (i) may be presented or (ii) have been presented and have not yet been paid and are not included in clause (a) above, and (d) all guarantees and other Contingent Liabilities relating to indebtedness, obligations or liabilities of the type described in the foregoing clauses (a), (b) and (c). "Total Seasonally Adjusted Debt" shall mean, as of the end of any fiscal quarter of the Company, the following appropriate amount for such fiscal quarter end: (a) for any fiscal quarter ending in March or June, 85% of Total Debt as of the end of such fiscal quarter, and (b) for any fiscal quarter ending in September or December, 115% of Total Debt as of the end of such fiscal quarter.
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Examples of Subsidiary Note Guaranty in a sentence

  • On or prior to the Closing Date, you shall have received, in form and substance reasonably satisfactory to you and your special counsel, such documents and evidence with respect to the Company and each of the Existing Subsidiary Guarantors as you may reasonably request in order to establish the existence and good standing of the Company and each of the Existing Subsidiary Guarantors and the authorization of the transactions contemplated by this Agreement and the 2002 Subsidiary Note Guaranty.

  • Listing regulations at 50 CFR 424.12(a)(1) provide that criticalhabitat is not prudent if no benefit to the species is derived from its designation.

  • CONTRACTOR’S RISK FOR LOSS OR DAMAGE :All risk on account of Railway or Road carriage or carriage by boat including loss or damage of vehicles boats, barges materials or labour will have to be borne by the contractor.

  • The Lenders signing below hereby consent to the execution by such Subsidiaries of the Subsidiary Note Guaranty.

  • The amount of any Contribution under this Guaranty shall be equal to - 6 - Subsidiary Note Guaranty 16 the payment made pursuant to the Note, or the fair saleable value of such Funding Guarantor's portion of any collateral securing any Guarantied Obligation against which recourse is exercised, and shall be determined as of the date on which such payment is made or recourse is exercised, as the case may be.

  • This Agreement is for the benefit of the Secured Party, as collateral agent for the benefit of the Participating Creditors, to secure the prompt and complete payment, performance and observance of the Obligations, including without limitation all Obligations incurred by the Pledgor pursuant to each of the Subsidiary Note Guaranty and the Subsidiary Bank Guaranty.

  • All proceedings taken in connection with the transactions contemplated by this Agreement and the Initial Subsidiary Note Guaranty, and all documents necessary to the consummation thereof, shall be satisfactory in form and substance to you and your special counsel, and you shall have received a copy (executed or certified as may be appropriate) of all legal documents or proceedings taken in connection with the consummation of said transactions.

  • If as a result of any reorganization, recapitalization, or other corporate change in a Guarantor, or as a result of any amendment, waiver or modification of the terms and conditions governing the Note or the Guarantied Obligations, or for any other reason, the Contributions under this Guaranty become inequitable, the parties hereto shall promptly modify and amend this Guaranty to provide for an equitable allocation of the - 7 - Subsidiary Note Guaranty 17 Contributions.

  • The Borrower has requested that the Required Lenders consent to a guarantee by the Borrower's direct and indirect non-regulated domestic Subsidiaries of the obligations of the Borrower to the Senior Noteholders (the "Subsidiary Note Guaranty") which guarantee will be substantially similar in form and substance to the Guaranty of the Guarantors in favor of the Agent.

  • Without limiting the foregoing, enforcement of the rights and benefits in respect of the Initial Subsidiary Note Guaranty will be subject to an Intercreditor Agreement dated as of November 13, 1998 (the "Intercreditor Agreement") among the Creditors (as defined therein) and NBD Bank, as Collateral Agent, and to be joined by the Purchasers and any Additional Purchasers.


More Definitions of Subsidiary Note Guaranty

Subsidiary Note Guaranty means any Guaranty of any Subsidiary of the Company with respect to the payment of the Notes and all other sums due and owing by the Company under this Agreement (including the Initial Subsidiary Note Guaranty).
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Subsidiary Note Guaranty has the meaning assigned in the Recitals.
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Subsidiary Note Guaranty shall have the meaning set forth in the recitals hereto.
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Subsidiary Note Guaranty is defined in Section 9.9.
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Subsidiary Note Guaranty means any Guaranty of any Subsidiary of the Company with respect to the payment of the Notes and all other sums due and owing by the Company under this Agreement, which Guaranty shall be in the form attached to the First Amendment as Exhibit B.
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Related to Subsidiary Note Guaranty

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

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

  • 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.

  • 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.

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

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

  • 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.

  • 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).

  • 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.

  • 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.

  • 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:

  • 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.

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

  • Subsidiary Guarantees means the guarantees of each Subsidiary Guarantor as provided in Article Thirteen.

  • Canadian Guaranty means a Corporate Guaranty provided by an Affiliate of a Participant that is domiciled in Canada, and meets all of the provisions of Tariff, Attachment Q.

  • 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.

  • Subsidiary Joinder Agreement means a joinder to this Agreement, substantially in the form of Exhibit C.

  • 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.

  • Guarantee of the Notes means the guarantee of the Notes given by the Guarantor in the Deed of Guarantee;

  • Subsidiary Security Agreement each Security Agreement made by each of the Subsidiary Guarantors (including any security agreement executed and delivered pursuant to subsection 8.17) in favor of the Administrative Agent for the benefit of the Lenders, substantially in the form of Exhibit K hereto, as the same may be amended, supplemented or otherwise modified from time to time.

  • 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.

  • 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.

  • 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).

  • 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.