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 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
Examples of Guarantor Affiliate in a sentence
A Guarantor Affiliate is a “Disabled Participant” with respect to a Mezzanine Loan if it has no right to exercise any voting or other control rights with respect to such Mezzanine Loan (other than the right to approve amendments to the material economic terms of such Mezzanine Loan).
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).
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.
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.
More Definitions of Guarantor Affiliate
Guarantor Affiliate means a person or entity that controls, is under common control with, or is controlled by Guarantor.
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 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;
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, with respect to any Guarantor, (i) such Guarantor’s former, current or future Affiliates (including, for the avoidance of doubt, Parent), (ii) any former, current or future general or limited partners, stockholders, holders of any equity, partnership or limited liability company interests, officers, members, managers, directors, employees, agents, principals, controlling Persons, management companies, portfolio companies, Affiliates, lenders or prospective lenders, lead arrangers, arrangers, other financing sources or prospective financing sources or other Representatives of such Guarantor or any of the Persons described in sub-clause (i), or (iii) any successor, heir or assignee of such Guarantor or any the foregoing Persons described in sub-clause (i) or (ii), (b) “Representatives” of any Person means such Person’s Affiliates and its and their respective direct and indirect equity holders, controlling Persons, limited partners, general partners, directors, officers, employees, members, managers, advisors, agents or other representatives and (c) “Retained Claims” means, collectively, claims by (i) the Guaranteed Party against Parent and/or Purchaser under, arising out of, and/or in accordance with the terms of the Merger Agreement, (ii) any party to the Confidentiality Agreement against any other party thereto under, arising out of, and/or in accordance with, the terms of the Confidentiality Agreement, (iii) the Guaranteed Party seeking to enforce the Specific Performance Rights (as defined in the Equity Commitment Letter) or its express third party beneficiary rights pursuant to paragraph 10 of the Equity Commitment Letter under, arising out of, and/or in accordance with the terms of the Equity Commitment Letter, or (iv) the Guaranteed Party against any Guarantor under, arising out of, and/or in accordance with the terms of this Limited Guaranty (it being understood that, for the avoidance of doubt, for purposes of this definition of “Retained Claims”, claims under, arising out of, and/or in accordance with the terms of a referenced contract shall include (x) claims of any failure to comply with or alleged failure to comply with or breach or alleged breach of any representation, warranty, covenant, agreement or obligation under or related to such contract and (y) claims for an injunction, specific performance and/or other equitable relief to prevent breaches (or threatened breaches) of such contract and to enforce specifically the terms of such co...
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 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.