Recourse Parties definition

Recourse Parties means Parent, Merger Sub and the Guarantor, collectively, and the term “Non-Recourse Parties” shall mean, collectively, the Recourse Parties’ respective former, current or future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or assignees and any and all former, current or future equity holders, controlling persons, directors, officers, employees, agents, general or limited partners, managers, management companies, members, stockholders, Affiliates or assignees of any of the foregoing, and any and all former, current or future estates, heirs, executors, administrators, trustees, successors or assigns of any of the foregoing; provided that none of the Recourse Parties shall be Non-Recourse Parties. The Guaranteed Party hereby covenants and agrees that it shall not, and it shall cause its Affiliates not to, institute any proceeding or bring any claim in any way under or in connection with this Limited Guaranty, the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guaranty or the Merger Agreement (including, without limitation, the Equity Funding Letters), or the transactions contemplated hereby or thereby (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) against (i) the Non-Recourse Parties or (ii) the Guarantor or any other Recourse Parties, except in the case of clause (ii) for Retained Claims asserted by the Guaranteed Party against the Recourse Party(ies) against which such Retained Claims may be asserted in accordance with the second sentence of this Section 10. Other than the Guaranteed Party, the Guarantor, the other Non-Recourse Parties and the Recourse Parties, no Person shall have any rights or remedies under or in connection with this Limited Guaranty or the transactions contemplated hereby.

Recourse Parties is defined in Section 12.02(a).

Recourse Parties means the persons to whom the Seller has recourse in respect of a Participated Transaction, as specified in the relevant Offer;

Examples of Recourse Parties in a sentence

• In the event that a mechanic’s or materialman's lien or similar proceeding is filed against the Property, or a claim is filed against Borrower or any Recourse Parties, and Borrower shall contest such lien, proceeding or claim, Borrower shall promptly notify Lender of such contest and thereafter shall, upon Lender’s request, promptly provide a bond, cash deposit or other security satisfactory to Lender to protect Lender’s interest and security should the contest be unsuccessful.

• The Guaranteed Party and its Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral, made by or on behalf of the Guarantor or any Non- Recourse Parties in connection with this Limited Guarantee except as expressly set forth herein by the Guarantor.

• This Agreement is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any Person other than the parties hereto and other than (a) the Indemnified Parties with respect to Section 8 hereof and (b) the No Recourse Parties with respect to Section 12.14 hereof.

• This Agreement (including the documents and instruments referred to herein) is not intended to and does not confer upon any Person (other than the Parties and, solely with respect to Section 6(k) hereof, the No Recourse Parties (as defined below)) any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

• This Agreement (including the documents and instruments referred to herein) is not intended to and does not confer upon any Person (other than the parties hereto and, solely with respect to Section 6.15 hereof, the No Recourse Parties (as defined below)) any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

More Definitions of Recourse Parties

Recourse Parties as defined in Section 7.15.

Recourse Parties means, collectively, Purchaser A, the Investors and the other Persons against which Retained Claims may expressly be asserted pursuant to clauses (i) through (iv) of the definition of Retained Claims set forth above (and solely to the extent of such Retained Claims), and (y) the term “Non-Recourse Parties” means, collectively, (1) the Recourse Parties’ respective direct or indirect former, current or future equity holders, stockholders, members, officers, directors, employees, investment professionals, managers, management companies, general or limited partners, co-investors, controlling persons, advisors, agents, representatives, affiliates, assignees or successors, (2) any and all direct or indirect former, current or future equity holders, stockholders, members, officers, directors, employees, investment professionals, managers, management companies, general or limited partners, co-investors, controlling persons, advisors, agents, representatives, affiliates, assignees or successors of any of the foregoing, (3) to the extent not already included in clauses (1) or (2) of this definition of Non-Recourse Parties, SCP LP and any of its affiliates or any direct or indirect former, current or future equity holders, stockholders, members, officers, directors, employees, investment professionals, managers, management companies, general or limited partners, co-investors, controlling persons, advisors, agents, representatives, affiliates, assignees or successors of any of the foregoing, (4) any and all former, current or future estates, heirs, executors, administrators, trustees, successors or assigns of any of the foregoing, and (5) any financial institution or other Person which provided, provides or is committed to or will provide financing in connection with the transactions contemplated by the Purchase Agreement; provided that none of the Recourse Parties (solely with respect to the Retained Claims) shall be Non-Recourse Parties. This letter agreement may only be enforced by (I) Purchaser A at the direction of the Investors, or (II) Seller or the Company, pursuant to Seller’s or the Company’s right to seek specific performance of Purchaser A’s obligation to enforce the Investors’ obligation to fund the Aggregate Commitment in accordance with the terms of this letter agreement, pursuant to, and subject to, and solely in accordance with, Section 9.14 of the Purchase Agreement and the terms and conditions set forth therein.

Recourse Parties has the meaning set forth in Section ‎14.16.

Recourse Parties means the Guarantor (for clarity, disregarding his capacity as a shareholder of Value Chain International Limited, notwithstanding anything to the contrary in the definition of “Non-Recourse Parties”), Parent, Merger Sub and their respective successors and assigns and the term “Non-Recourse Parties” means any and all former, current or future employees, agents, assignees, relatives or Affiliates of the Guarantor and any and all former, current or future equity holders, controlling persons, directors, officers, employees, agents, members, managers, management companies, general or limited partners, assignees or Affiliates of any of the foregoing (as applicable), and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing; provided that none of the Recourse Parties shall be Non-Recourse Parties.

Recourse Parties means, collectively, the TFG Recourse Party and the NorthStar Recourse Party.

Recourse Parties means Borrower, FLLP and FLTI. CENTRAL\31204295.2 53

Recourse Parties means the persons to whom the Grantor has recourse in respect of a Participated Transaction, as specified in the relevant Offer; "Reference Interest Rate" which will be applicable to Relevant Currencies other than those quoted by reference to LIBOR, means in relation to any period for which an interest rate is to be determined, the rate per annum determined by leading banks in the financial centre of the Relevant Currency appearing at or about 12:00 noon in that financial centre on the relevant Reuters screen page(s) (or other applicable page customarily used for such purposes in that financial centre as determined by the party claiming interest), for deposits in such currency for a duration comparable to that of the relevant period;