Guarantor Affiliate means any Guarantor, the Class B Member and/or any other Person that either (or both) (a) is in Control of, is Controlled by or is under common Control with (i) any Guarantor or (ii) any general partner or managing member of, or other Person or Persons Controlling, any Guarantor (each a “Clause (a) Person”), or (b) is either (1) a Person that owns directly or indirectly thirty-five percent (35%) or more of the direct or indirect equity interests in any Guarantor or any other Clause (a) Person, or (2) a Person with respect to which either (or a combination) of the Guarantors directly or indirectly owns thirty-five percent (35%) or more of the direct or indirect equity interests in such Person, or (3) a Person with respect to which any combination of Guarantors and Clause (a) Persons own, directly or indirectly, fifty-one percent (51%) or more of the direct or indirect voting equity interests in such Person. In addition to, and without limiting, the foregoing, if a direct or indirect interest in a loan secured by direct or indirect interests in the Company or any of its Subsidiaries is held by a Guarantor Affiliate, the related lender will be deemed a Guarantor Affiliate unless such Guarantor Affiliate is a Disabled Participant (as defined below) and one or more other holders of substantial interests in such loan that are not Guarantor Affiliates control the administration of such loan and the enforcement of the rights and remedies of such lender. A Guarantor Affiliate is a “Disabled Participant” with respect to a loan if it has no right to exercise any voting or other control rights with respect to such loan (other than the right to approve amendments to the material economic terms of such loan).
Guarantor Affiliate has the meaning provided in Section 8.2(a).
Guarantor Affiliate means a person or entity that controls, is under common control with, or is controlled by Guarantor.
Examples of Guarantor Affiliate in a sentence
Notwithstanding anything to the contrary in this Limited Guaranty, the provisions of this Limited Guaranty that are for the benefit of any Guarantor Affiliate (including the provisions of Sections 4, 6, 8 and 10) shall survive indefinitely any termination of this Limited Guaranty and shall be enforceable by the Guarantor Affiliates.
The Company hereby covenants and agrees that it shall not institute, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) except for claims against any Guarantor under this Limited Guaranty.
Recourse against the Guarantors under this Limited Guaranty shall be the sole and exclusive remedy of the Company and all of its Affiliates against any Guarantor or any Guarantor Affiliate (other than against Parent or Sub for non-monetary damages) in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby.
The Company hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its respective Affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or otherwise relating thereto, against a Guarantor Affiliate or, other than its right to recover from Guarantor for the Obligations, Guarantor, Parent or Merger Sub.
Parent hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its respective Subsidiaries not to institute, any proceeding or bring any other claim arising under, or in connection with, the Limited Guarantee against a Guarantor Affiliate or, other than its right to recover from Guarantor for up to the amount of the Guaranteed Obligations (subject to the Maximum Amount and the other limitations described herein), Guarantor.
More Definitions of Guarantor Affiliate
Guarantor Affiliate means the guarantor and any person that either (or both) (a) is in control of, is controlled by or is under common control with (i) any guarantor or (ii) any general partner or managing member of, or other person or persons controlling, any guarantor (each a “Control Person”), or (b) is either (1) a person that owns directly or indirectly 25% or more equity interests in the guarantor, or (2) a person (other than the Borrowers, any SPE Party and the mezzanine borrower after an Enforcement Action) with respect to which the guarantor directly or indirectly owns 25% or more equity interests in such person, or (3) a person with respect to which any combination of the guarantor and Control Persons own, directly or indirectly voting equity interests in such person and have the right to control such person. The obligations and liabilities of the Borrowers and the related guarantor (individually and collectively, the “Indemnitor”) under the environmental indemnity will be deemed satisfied in full and fully discharged two years after the date (i) the Whole Loan is paid in full or, (ii) with respect to any individual Mortgaged Property (each, an “Individual Property”), such Individual Property is released, provided that the Indemnitor delivers to the indemnitee a Phase I environmental report confirming that each Individual Property is clear of any hazardous substances and each Individual
Guarantor Affiliate means any Guarantor, the Class B Member and/or any other Person that either (or both) (a) is in Control of, is Controlled by or is under common Control with (i) any Guarantor or (ii) any general partner or managing member of, or other Person or Persons Controlling, any Guarantor (each a “Clause (a) Person”), or (b) is either (1) a Person that owns directly or indirectly thirty-five percent (35%) or more of the direct or indirect equity interests in any Guarantor or any other Clause (a) Person, or (2) a Person with respect to which either (or a combination) of the Guarantors directly or indirectly owns thirty-five percent (35%) or more of the direct or indirect equity interests in such Person, or (3) a Person with respect to which any combination of Guarantors and Clause (a) Persons own,
Guarantor Affiliate means the guarantor and any person that either (or both) (a) is in control of, is controlled by or is under common control with (i) any guarantor or (ii) any general partner or managing member of, or other person or persons controlling, any guarantor (each a “Control Person”), or (b) is either (1) a person that owns directly or indirectly 25% or more equity interests in the guarantor, or (2) a person (other than the Mortgagors, any SPE Party and the mezzanine borrower after an Enforcement Action) with respect to which the guarantor directly or indirectly owns 25% or more equity interests in such person, or (3) a person with respect to which any combination of the Rep. No. on Exhibit B Mortgage Loan and Number as Identified on Exhibit A Description of Exception guarantor and Control Persons own, directly or indirectly voting equity interests in such person and have the right to control such person. The obligations and liabilities of the Mortgagors and the related guarantor (individually and collectively, the “Indemnitor”) under the environmental indemnity will be deemed satisfied in full and fully discharged two years after the date (i) the Whole Loan is paid in full or, (ii) with respect to any individual Mortgaged Property (each, an “Individual Property”), such Individual Property is released, provided that the Indemnitor delivers to the indemnitee a Phase I environmental report confirming that each Individual Property is clear of any hazardous substances and each Individual Property is not subject to any significant risk of contamination from any off-site hazardous substances in violation of the representations, warranties, and covenants set forth in the environmental indemnity and the other Mortgage Loan documents, as determined by the indemnitee in its reasonable discretion and provided further, that, the indemnification obligations of the Indemnitor under the environmental indemnity will continue to survive as to any claims, actions, litigation or other proceedings that are then pending or subject to further appeal as of the two-year anniversary of the repayment of the Whole Loan in full.
Guarantor Affiliate means any Guarantor, the Class B Member and/or any other Person that either (or both) (a) is in Control of, is Controlled by or is under common Control with (i) any Guarantor or (ii) any general partner or managing member of, or other Person or Persons Controlling, any Guarantor (each a “Clause (a) Person”), or (b) is either (1) a Person that owns directly or indirectly thirty-five percent (35%) or more of the direct or indirect equity interests in any Guarantor or any other Clause (a) Person, or (2) a Person with respect to which either (or a combination) of the Guarantors directly or indirectly owns thirty-five percent (35%) or more of the direct or indirect equity interests in such Person, or (3) a Person with respect to which any combination of Guarantors and Clause (a) Persons own, directly or indirectly, fifty-one percent (51%) or more of the direct or indirect voting equity interests in such Person. In addition to, and without limiting, the foregoing, if a direct or indirect interest in a loan secured by direct or indirect interests in the Company or any of its Subsidiaries is held by a Guarantor Affiliate, the related lender will be deemed a Guarantor Affiliate unless
Guarantor Affiliate means any former, current or future Affiliate of Guarantor (other than the Purchaser) or any of its or their respective general or limited partners, stockholders, holders of any equity, partnership or limited liability company interest, officer, member, manager, director, employees, agents, controlling persons, management companies, portfolio companies or assignees of Guarantor or any of the foregoing (it being understood that the term Guarantor Affiliate shall not include Guarantor or the Purchaser). For the avoidance of doubt, neither Guarantor nor any Guarantor Affiliate shall have any obligation or liability whatsoever in connection with this Agreement, the agreements ancillary hereto or the transactions contemplated hereby and thereby other than the obligations expressly set forth in this Clause 23 and Clauses 17.1, 17.2(a), 17.3(a), 17.4, 17.5, 17.9, 17.11, 20(a) through 20(c), 21 and 22. Without limitation of the foregoing, Clauses 17.14, 17.7(a) and 20(d) shall be inapplicable to this Clause 23 or otherwise to Guarantor or any Guarantor Affiliate. The guarantee in this Clause 23 and all obligations and liabilities of Guarantor hereunder shall automatically and immediately terminate upon the earliest to occur of Vendors, the Vendors’ Representative or their respective Affiliates or any representative of any of them instituting any action or proceeding: (w) making any claim in contravention of this Clause 23, (x) asserting that the provisions of this Clause 23 (or the other Clauses of this Agreement referenced above, as made applicable to this Clause 23) are illegal, invalid or unenforceable in whole or in part, (y) against any Guarantor Affiliate (except as expressly permitted above with respect to the general partner of Guarantor) or (z) asserting liability with respect to this guarantee in excess of the Maximum Guarantee Amount.
Guarantor Affiliate means any person, corporation, partnership, limited liability company, trust, or other legal entity that, directly or indirectly, controls, or is controlled by, or is under common control with Guarantor. "Control" (and the correlative meanings of the terms "controlled by" and "under the common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity. "Guarantor Affiliate" includes, without limitation, BCC Development and Management Co.
Guarantor Affiliate means the Guarantor, each of its Affiliates, any trust of which the Guarantor or any of its Affiliates is a trustee, any partnership of which the Guarantor or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, the Guarantor or any of its Affiliates. Guarantee means the obligations of the Guarantor under clause 17 (Guarantee and indemnity). Hedging Contract means any Hedging Transaction of a non-speculative nature between the Guarantor and any Hedging Provider pursuant to any Hedging Master Agreement and otherwise on approved terms and includes any Hedging Master Agreement and any Confirmations from time to time exchanged under it and governed by its terms relating to that Hedging Transaction and any contract in relation to such a Hedging Transaction constituted and/or evidenced by them and Hedging Contracts means all of them. Hedging Exposure means, as at any relevant date, the aggregate of the amount certified by each of the Hedging Providers to the Agent to be the net amount in dollars;