Guarantee Indebtedness definition

Guarantee Indebtedness means, with respect to any Person on any date of determination (without duplication):
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Guarantee Indebtedness means, with respect to any Person on any date of determination (without duplication):(3) the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money;(4) the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;(5) the principal component of all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (including reimbursement obligations with respect thereto, except to the extent such reimbursement obligation relates to a trade payable or similar obligation to a trade creditor in each case incurred in the ordinary course of business and such obligation is satisfied within 30 days of incurrence) other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) and (2) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, to the extent drawn upon, such drawing is reimbursed no later than the fifth business day following receipt by such Person of a demand for reimbursement following payment on the letter of credit;(6) the principal component or liquidation preference of all obligations of any Subsidiary that is not a Subsidiary Guarantor with respect to the redemption, repayment or other repurchase of any Preferred Stock (but excluding, in each case, any accrued dividends);(7) the principal component of all Guarantee Indebtedness of other Persons secured by a lien on any asset of such Person, whether or not such Guarantee Indebtedness is assumed by such Person; provided, however, that the amount of such Guarantee Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination and (b) the amount of such Guarantee Indebtedness of such other Persons; and(8) the principal component of Guarantee Indebtedness of other Persons to the extent guaranteed by such Person (whether or not such items would appear on the balance sheet of the guarantor or obligor).
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Guarantee Indebtedness means any and all Indebtedness of the Borrowers under the Credit Documents to the Administrative Agent and the Lenders under the Credit Documents in connection with the Credit Documents and all other Obligations outstanding, in each case howsoever evidenced, whether existing prior to the Restatement Date, now or arising hereafter, as such Guarantee Liabilities may be amended, modified, extended, renewed or replaced from time to time. For the avoidance of doubt, the Guarantor’s liability for the Guarantee Liabilities is for the full amount thereof and such Guarantee Liabilities are no longer limited to a fixed dollar amount. Notwithstanding any provision to the contrary contained herein or in any of the other Credit Documents, the obligations of the Guarantor (if more than one) hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any Requirement of Law of any state.
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Examples of Guarantee Indebtedness in a sentence

  • Any such supplemental indenture will be executed and delivered no later than 45 days following the date on which such Subsidiary guarantees such Guarantee Indebtedness.

  • If, and to the extent that, a Partner Guarantor elects to guarantee Qualified Guarantee Indebtedness pursuant to an offer made in accordance with this Article 3, such indebtedness thereafter shall be considered a Guaranteed Debt and subject to all of this Article 3.

  • Notwithstanding the foregoing, this Section 8.01 shall not (i) prohibit, restrict or impose any condition upon the ability of any Loan Party to Guarantee Indebtedness of any Loan Party or (ii) prohibit Guarantees by the Borrower or any Subsidiary to Guarantee payment of the Existing Credit Agreement Obligations or the Existing Credit Agreement.

  • Miami-Dade County, hereinafter referred to as the County, as represented by the Miami-Dade County Finance Department, Cash Management Division, is soliciting proposals for a hosted Investment Management Software and associated services to provide various investment monitoring, maintenance and reporting software tools.

  • The Company will cause each of its Subsidiaries that is not a Subsidiary Guarantor and that guarantees any Guarantee Indebtedness of the Company or any Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will unconditionally guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on an unsecured and unsubordinated basis and all other obligations under the Indenture.

  • In consideration for Lender’s compliance with the terms and conditions of this Agreement, the Department hereby guarantees and promises to pay, subject to the Guarantee Amount and other terms and conditions herein, the Guarantee Indebtedness related to the Loan for a term of 6 months (or may be extended up to 12 months) from the date of the Loan closing (the “Initial Term”).

  • If, and to the extent that, a Partner Guarantor elects to guarantee Qualified Guarantee Indebtedness pursuant to an offer made in accordance with this Article 3, such indebtedness thereafter shall be considered a Guaranteed Debt of the Partnership and subject to all of this Article 3.

  • In consideration for Lender’s compliance with the terms and conditions of this Agreement, the Department hereby guarantees and promises to pay, subject to the Guarantee Amount and other terms and conditions herein, the Guarantee Indebtedness related to the Loan for a term of 6 months (or may be extended up to 24 months, with an assessment every 6 months by the Department and Lender to determine if an extension is appropriate) from the date of the Loan closing (the “Initial Term”).

  • The Indebtedness and Guarantee Indebtedness are each just debts duly owed to Addenda that are being improperly withheld by the Defendants, as applicable.

  • In consideration for Xxxxxx’s compliance with the terms and conditions of this Agreement, the Department hereby guarantees and promises to pay, subject to the Guarantee Amount and other terms and conditions herein, the Guarantee Indebtedness related to the Loan for a term of 6 months (or may be extended up to 24 months, with an assessment every 6 months by the Department and Lender to determine if an extension is appropriate) from the date of the Loan closing (the “Initial Term”).


More Definitions of Guarantee Indebtedness

Guarantee Indebtedness means any and all Indebtedness of the Seller or the Pledgor to the Purchaser (and any other related Persons specified in the Repurchase Agreement) in connection with the Repurchase Documents, including, but not limited to, the aggregate Repurchase Price outstanding, the aggregate Price Differential outstanding and all other Aggregate Unpaids outstanding, howsoever evidenced, whether existing now or arising hereafter, as such Guarantee Indebtedness may be amended, modified, extended, renewed or replaced from time to time. For the avoidance of doubt, the Guarantor’s liability for the Guarantee Liabilities is for the full amount thereof and such Guarantee Liabilities are no longer limited to a fixed dollar amount. Notwithstanding any provision to the contrary contained herein or in any of the other Repurchase Documents, the obligations of each Guarantor (if more than one) hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any Applicable Law of any state. All payments under this Guaranty shall be in Euros.”
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Guarantee Indebtedness shall have the meaning set forth in Section 7.2 hereof.
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Guarantee Indebtedness means any and all Indebtedness of the Borrowers under the Credit Documents to the Administrative Agent and the Lenders under the Credit Documents in connection with the Credit Documents and all other Obligations outstanding, howsoever evidenced, whether existing now or arising hereafter, as such Guarantee Liabilities may be amended, modified, extended, renewed or replaced from time to time. Notwithstanding any provision to the contrary contained herein or in any of the other Credit Documents, the obligations of the Guarantor (if more than one) hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any Requirement of Law of any state.
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Guarantee Indebtedness means any and all Indebtedness of the Seller, the Pledgor, the Guarantors or any other Person specified under the Repurchase Documents to the Purchaser, the Affected Parties and any other Person specified under the Repurchase Documents in connection with the Repurchase Documents, including, but not limited to, the aggregate Repurchase Price outstanding, the aggregate Price Differential outstanding and all other Aggregate Unpaids and Obligations outstanding, howsoever evidenced, whether existing now or arising hereafter, as such Guarantee Indebtedness may be amended, modified, extended, renewed or replaced from time to time. Notwithstanding any provision to the contrary contained herein or in any of the other Repurchase Documents, the obligations of each of the Guarantors hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any Applicable Law of any state.
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Related to Guarantee Indebtedness

  • Guaranteed Indebtedness means, as to any Person, any obligation of such Person guaranteeing, providing comfort or otherwise supporting any Indebtedness, lease, dividend, or other obligation (“primary obligation”) of any other Person (the “primary obligor”) in any manner, including any obligation or arrangement of such Person to (a) purchase or repurchase any such primary obligation, (b) advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet condition of the primary obligor, (c) purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, (d) protect the beneficiary of such arrangement from loss (other than product warranties given in the ordinary course of business) or (e) indemnify the owner of such primary obligation against loss in respect thereof. The amount of any Guaranteed Indebtedness at any time shall be deemed to be an amount equal to the lesser at such time of (x) the stated or determinable amount of the primary obligation in respect of which such Guaranteed Indebtedness is incurred and (y) the maximum amount for which such Person may be liable pursuant to the terms of the instrument embodying such Guaranteed Indebtedness, or, if not stated or determinable, the maximum reasonably anticipated liability (assuming full performance) in respect thereof.

  • Subordinate Indebtedness means all present and future indebtedness, obligations, and liabilities of Borrower to Subordinate Lender under or in connection with the Subordinate Loan or the Subordinate Loan Documents.

  • Intercompany Indebtedness means Indebtedness of Company or any of their respective Subsidiaries which is owing to any member of such group.

  • Guarantor Senior Indebtedness means the principal of, premium, if any, and interest (including interest accruing after the filing of a petition initiating any proceeding under any state, federal or foreign bankruptcy laws whether or not allowable as a claim in such proceeding) on any Indebtedness of any Guarantor (other than as otherwise provided in this definition), whether outstanding on the date of this Indenture or thereafter created, incurred or assumed, and whether at any time owing, actually or contingent, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to any Guarantee. Without limiting the generality of the foregoing, "Guarantor Senior Indebtedness" shall include (i) the principal of, premium, if any, and interest (including interest accruing after the filing of a petition initiating any proceeding under any state, federal or foreign bankruptcy law whether or not allowable as a claim in such proceeding) and all other obligations of every nature of any Guarantor from time to time owed to the lenders (or their agent) under the Bank Credit Agreement; provided, however, that any Indebtedness under any refinancing, refunding or replacement of the Bank Credit Agreement shall not constitute Guarantor Senior Indebtedness to the extent that the Indebtedness thereunder is by its express terms subordinate to any other Indebtedness of any Guarantor, (ii) Indebtedness evidenced by any guarantee of the Founders' Notes and (iii) Indebtedness under Interest Rate Agreements. Notwithstanding the foregoing, "Guarantor Senior Indebtedness" shall not include (i) Indebtedness evidenced by the Guarantees, (ii) Indebtedness that is subordinate or junior in right of payment to any Indebtedness of any Guarantor, (iii) Indebtedness which when incurred and without respect to any election under Section 1111(b) of Title 11 of the United States Code, is without recourse to any Guarantor, (iv) Indebtedness which is represented by Disqualified Equity Interests, (v) any liability for foreign, federal, state, local or other taxes owed or owing by any Guarantor to the extent such liability constitutes Indebtedness, (vi) Indebtedness of any Guarantor to a Subsidiary or any other Affiliate of the Company or any of such Affiliate's subsidiaries, (vii) Indebtedness evidenced by any guarantee of any Subordinated Indebtedness or Pari Passu Indebtedness, (viii) that portion of any Indebtedness which at the time of issuance is issued in violation of this Indenture and (ix) Indebtedness owed by any Guarantor for compensation to employees or for services.

  • Related Indebtedness means any and all indebtedness paid or payable by Borrower to Administrative Agent or any Lender pursuant to any Loan Document other than any Note.

  • Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

  • Consolidated Senior Indebtedness means, at any time, the amount of all Consolidated Indebtedness at such time, less the aggregate principal amount of all such Indebtedness outstanding at such time which is subordinated to the Obligations on customary market subordination terms reasonably satisfactory to the Administrative Agent.

  • Final Indebtedness has the meaning set forth in Section 3.2(b).

  • Secured Indebtedness means any Indebtedness secured by a Lien.

  • Applicable Indebtedness has the meaning specified in the definition of “Weighted Average Life to Maturity.”

  • Company Indebtedness means all indebtedness of the Company (including without limitation, any loans, advances, letters of credit, bank overdrafts, capital lease obligations and all other indebtedness of any kind including interest, principal and fees).

  • Balloon Indebtedness means Long-Term Indebtedness, 25% or more of the original principal amount of which becomes due (either by maturity or mandatory redemption) during any consecutive twelve-month period, if such principal amount becoming due is not required to be amortized below such percentage by mandatory redemption or prepayment prior to such twelve-month period.

  • Permitted Subsidiary Indebtedness means any of the following:

  • Subordinated Indebtedness means any Indebtedness of the Borrower or any Subsidiary the payment of which is subordinated in right to the Loan Obligations.

  • Total Secured Indebtedness means, as of any date of determination, that portion of Total Indebtedness which is secured by a Lien on a Property, any ownership interests in any Subsidiary or Unconsolidated Affiliate or any other assets which had, in each case, in the aggregate, a value in excess of the amount of the applicable Indebtedness at the time such Indebtedness was incurred. Such Indebtedness that is secured only with a pledge of ownership interests and is also recourse to the Borrower or any Guarantor shall not be treated as Total Secured Indebtedness.

  • Consolidated Secured Indebtedness means, as of any date of determination, an amount equal to the Consolidated Total Indebtedness as of such date that in each case the payment of which is then secured by Liens on property or assets of the Company and its Restricted Subsidiaries (other than property or assets held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby).

  • Permitted Secured Indebtedness any Secured Indebtedness that:

  • Acquisition Indebtedness any Indebtedness of the Company or any of its Subsidiaries that has been issued for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Company, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds thereof to the Company and its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Company and its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • Senior Secured Indebtedness means, as of any date of determination, the principal amount of any Indebtedness for borrowed money that is secured by a Lien.

  • Superior Indebtedness means all Indebtedness of the Borrower and its Consolidated Entities (other than Members’ Subordinated Certificates and Qualified Subordinated Indebtedness), but excluding (i) Indebtedness of the Borrower or any of its Consolidated Entities to the extent that the proceeds of such Indebtedness are used to fund Guaranteed Portions of RUS Guaranteed Loans and (ii) any indebtedness of any Member Guaranteed by the Borrower or any of its Consolidated Entities (“Guaranteed Indebtedness”), to the extent that either (x) the long-term unsecured debt of such Member is rated at least BBB+ by S&P or Baal by Xxxxx’x, (y) the long-term secured debt of such Member is rated at least A- by S&P or A3 by Xxxxx’x or (z) the payment of principal and interest by the Borrower or any of its Consolidated Entities in respect of such Guaranteed Indebtedness is covered by insurance or reinsurance provided by an insurer having an insurance financial strength rating of AAA by S&P or a financial strength rating of Aaa by Xxxxx’x.

  • Secured Recourse Indebtedness means the portion of Secured Indebtedness that is not Non-Recourse Debt.

  • Consolidated Senior Secured Indebtedness means all Consolidated Funded Indebtedness that is secured by a Lien on any property or assets of the Borrower or any Restricted Subsidiary.

  • Securitization Indebtedness means any Indebtedness under any Securitization Transaction that does not permit or provide recourse for principal or interest (other than Standard Securitization Undertakings) to the Borrower or any Restricted Subsidiary of the Borrower (other than a Securitization Entity) or any property or asset of the Borrower or any Restricted Subsidiary of the Borrower (other than the property or assets of a Securitization Entity or any Equity Interests or securities issued by a Securitization Entity).

  • Second Lien Indebtedness means the Indebtedness of the Loan Parties owing to the Second Lien Agent and the Second Lien Lenders under the Second Lien Credit Agreement, which Indebtedness is on terms and conditions reasonably acceptable to the Collateral Agent.

  • Unsecured Indebtedness means, with respect to any Person, all Indebtedness of such Person for borrowed money that does not constitute Secured Indebtedness.

  • Recourse Indebtedness means Indebtedness that is not Non-Recourse Indebtedness; provided that personal recourse for Customary Recourse Exceptions shall not, by itself, cause such Indebtedness to be characterized as Recourse Indebtedness.