Parent Guarantor. The Notes shall be Guaranteed by the Parent Guarantor in accordance with Article Fourteen of the Base Indenture.
Parent Guarantor. Guarantor will at all times (i) qualify and maintain its status as a self-directed and self-administered REIT, (ii) remain a publicly traded company with common stock listed on the New York Stock Exchange or NASDAQ, (iii) conduct substantially all of its business and hold substantially all of its assets through the Borrower and operate its business at all times so as to satisfy all requirements necessary to qualify as a real estate investment trust under Sections 856 through 860 of the Code, and (iv) maintain adequate records so as to comply with all record-keeping requirements relating to the qualification of Guarantor as a real estate investment trust as required by the Code and applicable regulations of the Department of Treasury promulgated thereunder and will properly prepare and timely file with the U.S. Internal Revenue Service all returns and reports required thereby.
Parent Guarantor promptly upon the reasonable request of any holder, information regarding any changes to the main board or the executive board of the Parent Guarantor and an up to date copy of its register of members (or equivalent in its jurisdiction of incorporation) (provided that the Parent Guarantor shall not be required to provide a copy of its register of members to any one holder more frequently than twice in any Financial Year unless such holder requires the register of members for know your customer requirements and/or if such holder suspects that there has been a Change of Control); and
Parent Guarantor. The term “
Parent Guarantor. The Parent Guarantor undertakes the proper fulfillment of all obligations of Expedia pursuant to this Agreement.
Parent Guarantor. Parent waives any right which it may have under the existing or future law of Guernsey, whether by virtue of the “droit de division” or otherwise, to require that any liability under or in connection with this Indenture and/or the Notes be divided or apportioned with any other person or reduced in any manner whatsoever and, whether by virtue of the “droit de discussion” or otherwise, to require that recourse be had to the assets of another person before any claim is enforced against Parent in respect of the obligations assumed by Parent pursuant to this Indenture and/or the Notes.
Parent Guarantor. As of the Closing Date, all references in this Agreement to Guarantor shall mean the Parent. If following the Closing Date, any entity is added as a Guarantor in accordance with Section 5.09 then each reference to Guarantor shall mean the Parent and each such additional entity.
Parent Guarantor. For the avoidance of doubt, the Parent Guarantor shall not be subject to any restriction or limitation set forth in this Article 4 and shall not be required to comply with any of the covenants set forth in this Article 4.”
Parent Guarantor. In the event that any direct or indirect parent company of the Company Guarantees the Notes pursuant to a Guarantee, the Company may satisfy its obligations with respect to delivery of financial information relating to the Company pursuant to Sections 7.1(a) and 7.1(b) by furnishing consolidated financial information relating to such parent and its Subsidiaries of the type and within the time periods prescribed by Sections 7.1(a) and 7.1(b); provided, however, that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its subsidiaries on a standalone basis, on the other hand.
Parent Guarantor. (a) Parent Guarantor hereby absolutely, irrevocably and unconditionally guarantees (the “Parent Guarantee”) to the Company the performance of Parent’s and Merger Sub’s obligations under this Agreement, including payment of the Purchase Price (the “Guaranteed Obligation”). The Parent Guarantee is one of payment, not collection, and a separate action, suit, claim, investigation or other legal proceeding to enforce the Parent Guarantee may be brought and prosecuted against Parent Guarantor, irrespective of whether any such action, suit, claim, investigation or other legal proceeding is brought against the Parent, Merger Sub or any other Person or whether Parent, Merger Sub and/or any other Person is joined in any such action, suit, claim, investigation or other legal proceeding. The liability of Parent Guarantor under the Parent Guarantee shall, to the fullest extent permitted under Applicable Law, be absolute and unconditional, irrespective of: (i) the validity, legality or enforceability of this Agreement against Parent or Merger Sub; (ii) any release or discharge of any obligation of Parent or Merger Sub under this Agreement resulting from any change in the corporate existence, structure or ownership of Parent, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or any of its assets; (iii) any amendment or modification of this Agreement, or any change in the manner, place or terms of payment or performance of the Guaranteed Obligation or any other obligation of Parent or Merger Sub hereunder, any liability incurred directly or indirectly in respect thereof, or any amendment or waiver of, or any consent to, any departure from the terms of this Agreement or the documents entered into in connection herewith; or (iv) any other act or omission that may or might in any manner or to any extent vary the risk of Parent Guarantor or otherwise operate as a discharge of Parent Guarantor as a matter of law or equity, other than any defenses under this Agreement available to Parent or Merger Sub; provided, however, that Parent Guarantor shall in all events have the benefit of any rights (including defenses) to which Parent or Merger Sub would be entitled under this Agreement, other than those described in clause (ii) above. The Guaranteed Obligation under the Parent Guarantee shall conclusively be deemed to have been created, contracted or incurred in reliance upon the Parent Guarantee. When the Company is pursuing its rights and r...
