SPE Entity definition

SPE Entity means Mezzanine Borrower and any other Person which is required by this Agreement to be, as long as the Loan is outstanding, a Single Purpose Entity.

SPE Entity means any entity directly or indirectly owned and Controlled by Licensor or Sony Pictures Entertainment Inc.

SPE Entity means the Mortgage Borrower, the Senior Mezzanine Borrowers, the Mezzanine Borrower and any Junior Mezzanine Borrower.

Examples of SPE Entity in a sentence

• The Availability Date for each Included Program shall be determined by Licensor in its sole discretion, provided, however, that the Availability Date for each Current Film shall be no later than the date on or after such Current Film’s applicable Home Video Street Date on which Licensor or any other SPE Entity first makes such Current Film available to any Other Distributor for VOD distribution in the applicable Territory.

• Licensor’s mere failure of the foregoing shall in no event deemed to be, or in any way constitute, a breach of this Agreement, and Licensee shall not be entitled to any rights or remedies as a result of such failure, except as otherwise expressly set forth in this Section 5.8. Licensor shall be deemed to control the Necessary Rights in a Current Feature or Library Film if any other SPE Entity controls such rights.

• If at any time during the Term, Licensor or any other SPE Entity grants any Other Provider a longer PPV Viewing Period and/or VOD Viewing Period with respect to any Included Program, then Licensor shall notify Licensee in writing thereof and of any terms and conditions contained in the agreement between Licensor or any other SPE Entity and such Other Provider with respect to such Included Program that are directly related to such longer PPV Viewing Period and/or VOD Viewing Period, as applicable.

• If Licensor or any other SPE Entity allows any Other Provider to exploit an Included Program on a Pay-Per-View or Video-On-Demand basis involving bonus materials, director commentary and/or chaptering functionality (collectively, “Enhanced Features”) during a time period that overlaps with such Included Program’s applicable License Period hereunder, then Licensor shall notify Licensee thereof in writing and of any directly related terms and conditions.

• If at any time during the Term Licensor or any SPE Entity allows any Other Provider to generally implement place-shifting technology in connection with such Other Provider’s distribution or exhibition of Included Programs, then Licensor shall notify Licensee in writing thereof and of any terms and conditions that are directly related to the allowance of such implementation by such Other Provider.

More Definitions of SPE Entity

SPE Entity. Means each Person other than Borrower which is required by this Agreement to be, as long as the Loan is outstanding, a Special Purpose Entity.

SPE Entity. A Subsidiary of the Parent or Caplease formed solely for the purposes of owning real estate which is an Eligible Asset hereunder and which Subsidiary shall have such corporate and capital structure, and have governing documents having such terms and restrictions, as shall be consistent with bankruptcy-remote "special-purpose entities" in the form of Exhibit C attached hereto or otherwise reasonably satisfactory to the Agent. Notwithstanding the foregoing, SPE Entities shall not be required to have independent directors, and "non-consolidation" opinions in connection with any SPE Entity shall only be required if requested by the Agent; and whenever any real estate asset is no longer an Eligible Asset hereunder, the Subsidiary that owns such asset shall no longer be considered an SPE Entity hereunder.

SPE Entity means Mezzanine Borrower, Mortgage Borrower, Prime Lessee and Operating Lessee which are each required to be a Single Purpose Entity.

SPE Entity means a legal entity thats sole purpose to be conducted is to engage in the following activities: (i) to acquire, own, hold, lease, operate, manage, maintain, develop and improve, the Borrowing Base Property; (ii) to enter into and perform its obligations under the Loan Documents; (iii) to sell, transfer, service, convey, dispose of, pledge, assign, borrow money against, finance, refinance or otherwise deal with the Borrowing Base Property to the extent permitted under the Loan Documents; and (iv) to engage in any lawful act or activity and to exercise any powers permitted to under Applicable Law that are related or incidental to and necessary, convenient or advisable for the accomplishment of the above mentioned purposes. In the conduct of the SPE Entity’s operations, it has and will continue to observe the following covenants: (1) maintain books and records and bank accounts separate from those of any other Person; (2) maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets; (3) comply with all organizational formalities necessary to maintain its separate existence; (4) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (5) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person except that SPE Entity’s assets may be included in a consolidated financial statement of its Affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of SPE Entity from such Affiliate and to indicate that SPE Entity’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (6) prepare and file its own tax returns separate from those of any Person to the extent required by Applicable Law, and pay any taxes required to be paid by Applicable Law; (7) allocate and charge fairly and reasonably any common employee or overhead shared with Affiliates; (8) not enter into any transaction with any Affiliate, except on an arm’s-length basis on terms which are intrinsically fair and no less favorable than would be available for unaffiliated third parties, and pursuant to written, enforceable agreements; (9) conduct business in its own name, and use separate stationery, invoices and checks bearing its own na...

SPE Entity means each of Borrower and TSP Owner.

SPE Entity means each Transfer Restricted Party.

SPE Entity means either the managing member or general partner, as the case may be, of Borrower and any Guarantor.