Ownership of Special Purpose Vehicles Sample Clauses

Ownership of Special Purpose Vehicles. 10.4.1 The Trust may beneficially own all or part of the issued share capital of or (as the case may be) all or part of the issued units or interests in a Special Purpose Vehicle by incorporating a Special Purpose Vehicle or acquiring shares, units or (as the case may be) interests in a Special Purpose Vehicle if the Manager considers it necessary or desirable for the Trust (in which event the Manager shall instruct the Trustee to incorporate or acquire accordingly). For the purpose of this Clause 10.4.1, Investments of the Trust which are held in any Special Purpose Vehicle shall be deemed to be held or (as the case may be) made directly by the Trustee for the Trust. The Manager or its agents shall manage the assets held by any such Special Purpose Vehicle (as provided in Clause 10.4.2) and the Trustee shall have ultimate control over the objective and management of the Special Purpose Vehicle (as provided in Clause 10.4.
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Ownership of Special Purpose Vehicles. 10.5.1 The Trust may legally and beneficially acquire and own the issued share capital of any corporations or companies incorporated in or outside Hong Kong (PROVIDED THAT, as and to the extent required by the REIT Code, such corporations or companies are incorporated or redomiciled in jurisdictions which, in the opinion of the Manager, have established laws and corporate governance standards which are commensurate with those observed by companies incorporated in Hong Kong) if the Manager considers it necessary or desirable for the Trust to incorporate or acquire an entity whose primary purpose is to hold or own (directly or indirectly through another entity) Real Estate or arrange financing for the Trust or to hold other entities incorporated or acquired for such purpose (any such entity, a “Special Purpose Vehicle”) in which event the Manager shall instruct the Trustee to, and the Trustee shall accordingly directly or through a Special Purpose Vehicle subscribe or acquire by transfer on behalf of the Trust a Special Purpose Vehicle PROVIDED THAT (i) the Special Purpose Vehicle is wholly-owned by the Trust, or the Trust has majority ownership and control of such Special Purpose Vehicle and in the reasonable opinion of the Manager there are sufficient and proper safeguards in the relevant shareholders’ agreement relating to the Special Purpose Vehicle to address the risks arising from the non-wholly owned structure, and (ii) such investment is not in conflict with this Deed, the REIT Code or other applicable law. 10.5.2 As and to the extent allowed otherwise by the REIT Code or the SFC, the Manager shall ensure that the Trust shall incorporate or acquire no more than two layers of Special Purpose Vehicles in respect of any Investment, unless otherwise approved generally or specifically by the SFC. The Special Purpose Vehicles shall be incorporated solely for the purpose of directly or indirectly holding Real Estate and/or arranging financing for the Trust, unless otherwise approved by the SFC. 10.5.3 The Manager shall ensure that neither the memorandum or articles of association or equivalent constitutional documents of the Special Purpose Vehicles nor the organisation, transactions or activities of such vehicles shall under any circumstance contravene any requirements of the REIT Code or this Deed, unless otherwise approved by the SFC. 10.5.4 As and to the extent required by the REIT Code, the Manager shall have responsibility for the management of, and s...
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Related to Ownership of Special Purpose Vehicles

  • Ownership of Collateral (a) With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) each Borrower shall be the sole owner of and fully authorized and able to sell, transfer, pledge and/or grant a first priority security interest in each and every item of the its respective Collateral to Agent; and, except for Permitted Encumbrances the Collateral shall be free and clear of all Liens and encumbrances whatsoever; (ii) each document and agreement executed by each Borrower or delivered to Agent or any Lender in connection with this Agreement shall be true and correct in all respects; (iii) all signatures and endorsements of each Borrower that appear on such documents and agreements shall be genuine and each Borrower shall have full capacity to execute same; and (iv) each Borrower’s Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall not be removed from such location(s) without the prior written consent of Agent except with respect to the sale of Inventory in the Ordinary Course of Business and Equipment to the extent permitted in Section 4.3 hereof. (i) There is no location at which any Borrower has any Inventory (except for Inventory in transit) other than those locations listed on Schedule 4.5; (ii) Schedule 4.5 hereto contains a correct and complete list, as of the Closing Date, of the legal names and addresses of each warehouse at which Inventory of any Borrower is stored; none of the receipts received by any Borrower from any warehouse states that the goods covered thereby are to be delivered to bearer or to the order of a named Person or to a named Person and such named Person’s assigns; (iii) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of (A) each place of business of each Borrower and (B) the chief executive office of each Borrower; and (iv) Schedule 4.5 hereto sets forth a correct and complete list as of the Closing Date of the location, by state and street address, of all Real Property owned or leased by each Borrower, together with the names and addresses of any landlords.

  • Ownership of Acquired Property Except to the extent that a specific provision of this contract states to the contrary, the State shall own all intellectual property acquired or developed under this contract and all equipment purchased by the Engineer or its subcontractors under this contract. All intellectual property and equipment owned by the State shall be delivered to the State when the contract terminates, or when it is no longer needed for work performed under this contract, whichever occurs first.

  • Organization; Special Purpose Borrower has been duly organized and is validly existing and in good standing under the laws of the state of its formation, with requisite power and authority, and all rights, licenses, permits and authorizations, governmental or otherwise, necessary to own its properties and to transact the business in which it is now engaged. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, business and operations. Borrower is a Special Purpose Bankruptcy Remote Entity.

  • Ownership of Seller Credit Acceptance is the sole owner of the membership interests of the Seller, all of which are fully paid and nonassessable and owned of record, free and clear of all mortgages, assignments, pledges, security interests, warrants, options and rights to purchase.

  • Ownership of Pledged Property The Company warrants and represents that it is the legal and beneficial owner of the Pledged Property free and clear of any lien, security interest, option or other charge or encumbrance except for the security interest created by this Agreement.

  • Ownership of Software The Parties acknowledge that any software provided by the Authority is and remains the property of the Authority.

  • OWNERSHIP OF THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

  • Ownership of Equipment Any equipment purchased by or furnished to the Grantee by the State under this grant agreement is provided on a loan basis only and remains the property of the State.

  • Ownership of Subsidiaries The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a wholly owned Subsidiary.

  • Qualifying Special Purpose Entity Notwithstanding any contrary provision of this Agreement, the Trust Fund shall not hold any property or engage in any activity that would disqualify the Trust Fund from being a qualifying special purpose entity under generally accepted accounting principles.

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