Recourse Event means any of the following: (i) the Bank does not pay the Outstanding aggregate principal amount of the Notes, together with any accrued and unpaid interest thereon, in cash, on the Stated Maturity, (ii) the occurrence of a Failed Coupon Payment Date, (iii) in connection with the redemption of the Notes, on the Redemption Date, the Bank does not pay the applicable Redemption Price in cash, (iv) the occurrence of an Event of Default or (v) the occurrence of a Trigger Event.
Recourse Event shall include, without limitation, the following: (i) a breach of any representation or warranty or covenant of this Agreement by Client; (ii) the existence of any dispute of any kind, regardless of validity, now or hereafter arising, between Client and an Account Debtor, or between an Account Debtor and Factor, that is asserted by an Account Debtor as a basis for refusing to pay all or part of any Accepted Account (“Dispute”); (iii) the assertion by any Account Debtor, or by a bankruptcy trustee or any other party which is acting for an Account Debtor, of a claim of loss, counterclaim, refund, credit, return of goods, return of payment or offset of any kind against Client or Factor (“Claim”); and (iv) non-payment by the Account Debtor of the full amount of any Accepted Account 91 days after the purchase of such Accepted Account by Factor, or, if Factor believes, in Factor’s sole judgment, at any time prior to such 91st day, that the Account Debtor may be unable or unwilling to pay any Accepted Account; Client and Factor hereby agree that any Accepted Account covered by clause (iv) is a “defective good”. Upon the occurrence of any event described in clauses (i), (ii), (iii) or (iv) of the preceding sentence, Client will within 24 hours pay to Factor, on the Accepted Account which is subject to the Recourse Event, the amount of the Initial Payment on the Accepted Account plus the Commission on the Accepted Account and plus the aggregate Factor’s Fee on the Accepted Account for all days from the Initial Payment on such Accepted Account to the time of Client’s payment in full of the Accepted Account. Factor may also, in addition to any other remedies available to Factor under this Agreement, immediately charge back to Client (and/or, at Factor’s sole option, repurchase) any Accepted Account which is subject to a Recourse Event by taking funds out of the Reserve Account, or immediately exercise the remedies described in Section 10. With Factor’s agreement, Client may assign other accounts receivable which are acceptable to Factor, in substitution for an Accepted Account which is subject to a Recourse Event.
Recourse Event means any of the following events:
Examples of Recourse Event in a sentence
This Guaranty is a guaranty of payment, and not of collection, and upon the occurrence of a Springing Recourse Event, a debt of Guarantor for its own account.
Guarantor acknowledges and agrees that the guaranty under this Guaranty of the Guarantied Obligations shall automatically become fully effective upon the occurrence of any Springing Recourse Event and no other documentation or notice shall be required to evidence the same.
Guarantor agrees, to the fullest extent permitted by Applicable Law and subject to the terms hereof, that any Participant may exercise rights of setoff or counterclaim and other rights with respect to its participation after the occurrence of a Springing Recourse Event as fully as if such Participant were a direct creditor of Guarantor in the amount of such participation.
REIT acknowledges and agrees that the Obligations guaranteed hereunder shall automatically become fully effective upon a Springing Recourse Event and no other documentation shall be required to evidence same.
Upon the occurrence of a Springing Recourse Event, the liability of REIT under this Guaranty shall be primary, direct and immediate and not conditional or contingent upon the pursuit of any remedies against Borrower or any other Person, nor against securities or liens available to Lender, its successors, successors in title, endorsees or assigns.
More Definitions of Recourse Event
Recourse Event means the occurrence of (a) a Bankruptcy Event, or (b) a Trigger Event.
Recourse Event means the occurrence of any of the following: (i) if the Borrower or any Guarantor commences a case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its his debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or the Borrower or any Guarantor shall make a general assignment for the benefit of its creditors; (ii) if Borrower or Guarantor has filed against it an involuntary petition (an "Involuntary Petition") for bankruptcy protection under the United States Bankruptcy Code or involuntary becomes subject to any reorganization, receivership, insolvency proceeding or other similar proceeding pursuant to any other Federal or State law affecting debtor and creditor rights and, in the event of an Involuntary Petition (except if such Involuntary Petition is brought by Lender), such Involuntary Petition is not discharged within 90 days of filing; (iii) any sale, assignment, transfer or other disposition of all or any interest in the Existing debt, the Existing Debt Instruments, the Loan, the Loan Documents or any direct or indirect ownership interest in Borrower, including, without limitation, any transfer of a shareholder interest without Lender's prior written consent; (iv) if the Borrower or any Guarantor contests the validity or enforceability of this Credit Agreement, the Note or any of the Security Instruments or Loan Documents (including, without limitation, the Guaranty provided, however, nothing herein shall preclude Borrower or Guarantor from challenging the wrongful acts of Lender or enforcing their respective rights under the Loan Documents); (v) any amendment or modification of or supplement to any of the Existing Debt Instruments or any waiver of the terms thereof (or any agreement to forbear from exercising any rights thereunder shall be given) shall be entered into voluntarily by the Borrower or become effective with Borrower's consent without Lender's prior written consent in each instance; (vi) Borrower, any Guarantor or any of their Affiliates (except with respect to wrongful acts of Lender or enforcing their respective ...
Recourse Event as used in this Guaranty shall mean any one or more of the following:
Recourse Event means any Full Recourse Event or any Partial Recourse Event.
Recourse Event means any of the following: (a) on the Maturity Date, the Bank does not pay the aggregate principal amount of the Notes, together with any accrued and unpaid interest thereon, in cash; (b) the occurrence of a Failed Coupon Payment Date; (c) in connection
Recourse Event means either (i) the written acknowledgment by any Loan Party of obligations under the Transeastern Guaranties in excess of $25,000,000 in the aggregate, (ii) a determination by a court of competent jurisdiction or arbitration panel that the Loan Parties are obligated to make payments under the Transeastern Guaranties in excess of $25,000,000 in the aggregate, or (iii) payment by the Loan Parties of more than $10,000,000 in the aggregate on account of the Transeastern Guaranties. For the purposes of this definition “Transeastern Guaranties” means any guarantee or indemnity given by a Loan Party in connection with any credit agreement entered into by EH/Transeastern, LLC.
Recourse Event means either (i) the written acknowledgment by any Loan Party of obligations under the Transeastern Guaranties in excess of $25,000,000 in the aggregate, (ii) a determination by a court of competent jurisdiction or arbitration panel that the Loan Parties are obligated to make payments under the Transeastern Guaranties in excess of $25,000,000 in the aggregate, or (iii) payment by the Loan Parties of more than $10,000,000 in the aggregate on account of the Transeastern Guaranties. For the purposes of this definition “Transeastern Guaranties” means any guarantee or indemnity given by a Loan Party in connection with any credit agreement entered into by EH/Transeastern, LLC. For the avoidance of doubt, guarantees of the obligations under (1) the Senior Mezzanine Credit Agreement dated as of August 1, 2005 by and among TE/TOUSA Mezzanine, LLC, as borrower, Deutsche Bank Trust Company Americas and the other institutions party thereto as lenders, and Deutsche Bank Trust Company Americas, as administrative agent and (2) the Junior Mezzanine Credit Agreement dated as of August 1, 2005 by and among TE/TOUSA Mezzanine Two, LLC, as borrower, Deutsche Bank Trust Company Americas and the other institutions party thereto as lenders, and Deutsche Bank Trust Company Americas, as administrative agent, shall constitute Transeastern Guaranties.