Ultimate Parent Guaranty definition

Ultimate Parent Guaranty means that certain unsecured Guaranty dated as of the date hereof executed by Ultimate Parent in favor of the Administrative Agent, for the benefit of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent.

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Ultimate Parent Guaranty means the Ultimate Parent Guaranty dated as of the First Amendment Effective Date, made by the Ultimate Parent in favor of the Administrative Agent, for the benefit of the other holders of Secured Obligations.

Ultimate Parent Guaranty means the guaranty agreement dated on or prior to the Second Amendment Effective Date by and between the Ultimate Parent Guarantor and the Administrative Agent.”

Examples of Ultimate Parent Guaranty in a sentence

• Buyer's Ultimate Parent hereby waives any and all defenses to enforcement of Buyer's Ultimate Parent Guaranty, now existing or hereafter arising, which may be available to guarantors, sureties and other secondary parties at law or in equity.

• Buyer's Ultimate Parent acknowledges and agrees that its liability under Buyer's Ultimate Parent Guaranty is joint and several with Buyer and, upon any default by Buyer, PCC shall not be obligated to first attempt enforcement against Buyer.

• Buyer's Ultimate Parent Guaranty expressed in this Section 3.2 is an absolute, present, primary and continuing guaranty of performance and compliance and not of collectibility and is in no way conditioned or contingent upon any attempt to enforce such performance or compliance by Buyer or upon any other condition or contingency.

• For purposes of Buyer's Ultimate Parent Guaranty, Buyer's Ultimate Parent shall be deemed to include the surviving entity in any merger or consolidation involving Buyer's Ultimate Parent, each of whom shall be bound by the provisions of the Buyer's Ultimate Parent Guaranty and this Agreement.

• In order to secure its indemnification obligations under this Agreement, at the Closing Seller at its sole expense will provide Buyer with a guaranty of Ultimate Parent in the form mutually acceptable to Buyer and Seller (which shall provide for alternative security in the form of a letter of credit in the event the net worth of Ultimate Parent is substantially reduced) ("Ultimate Parent Guaranty").

• Notwithstanding the above to the contrary, if at the time the Ultimate Parent Guaranty referred to above (or any portion thereof) is to expire and Seller or Ultimate Parent has received notice of an indemnification claim with respect to such portion, the term of the applicable portion of the Ultimate Parent Guaranty shall be extended until such time as the claim for indemnification has been determined.

• The Borrower will ensure that any New Parent Guarantor shall execute and deliver to the Revolver Administrative Agent, for the benefit of the Secured Parties, a guaranty substantially similar in form to the Ultimate Parent Guaranty (except that for the avoidance of doubt, any such guaranty shall not be required to contain any covenants provided by the Ultimate Parent in Section 6 (Covenant) of such Ultimate Parent Guaranty).

More Definitions of Ultimate Parent Guaranty

Ultimate Parent Guaranty means that certain Guaranty, dated as of the Third Amendment Effective Date, by the Ultimate Parent in favor of the Administrative Agent, substantially in the form attached hereto as Exhibit P.

Ultimate Parent Guaranty. Section 8.7 "Unlisted Intangibles" Section 3.15