SPE Status Sample Clauses

SPE Status. Nothing contained in this Section shall be construed to permit any Transfer which would result in a breach of any representation, warranty or covenant of Borrower under Section 8.1 of this Agreement.
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SPE Status. Evidence, satisfactory to the Administrative Agent, that each of the Borrower and the Parent Guarantor qualifies as a SPE and that the execution and performance by the Loan Parties under the Loan Documents shall not affect such status.
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SPE Status. The Transfer will not affect the Borrower’s status as a single purpose, bankruptcy remote entity as described in, or cause a violation of any of the provisions of Section 3.1.24 of the Loan Agreement (as defined in Exhibit A).
Sample 1
SPE Status. Take all appropriate steps to cause the Pledgor to be and to remain an SPE at all relevant times until the Guaranteed Obligations are paid and performed in full. “SPE” shall mean a limited liability company whose Certificate of Formation will at all times on and after the date hereof include all of the following provisions of this definition of SPE:
Sample 1
SPE Status. Nothing contained in this Section 6.15c shall be construed to permit any Transfer which would result in a breach of any representation, warranty or covenant of Trustor under Section 5.2 above. Notwithstanding anything to the contrary contained in this Section 6.15c, if a nonconsolidation opinion was required as a condition to closing of the Loan, (A) Trustor shall deliver to Beneficiary at least 60 days’ prior written notice of any Transfer under Section 6.15c(ii)(A) or (C) above, (B) if required by Beneficiary, it shall be a condition precedent to any Transfer under Section 6.15c(ii)(A) or (C) above that Trustor deliver to Beneficiary a current nonconsolidation opinion in form and content and rendered by counsel satisfactory to Beneficiary in its sole and absolute discretion and (C) such a current nonconsolidation opinion shall be delivered to Beneficiary, not more than 60 days’ following any Transfer under Section 6.15c(ii)(B) above.
Sample 1
SPE Status. Nothing contained in this Section shall be construed to permit any Transfer which would result in a breach of any representation, warranty or covenant of Borrower under that certain Article entitled Representations, Warranties and Covenants Regarding Special Purpose Entity Status of the Loan Agreement.
Sample 1
SPE Status. Nothing contained in this Section 6.15c shall be construed to permit any Transfer which would result in a breach of any representation, warranty or covenant of Mortgagor under Section 5.2 above. Notwithstanding anything to the contrary contained in this Section 6.15c, if such transfer in Section 6.15(c)(ii) above results in a direct equity transfer in Mortgagor or in any Restricted Party whose sole asset is a direct or indirect equity ownership interest in Mortgagor, it shall be a condition precedent to any such transfer that Mortgagor deliver to Mortgagee a New Non-Consolidation Opinion in form and content and rendered by counsel satisfactory to Mortgagee in its sole and absolute discretion and (C) such New Non-Consolidation Opinion shall be delivered to Mortgagee, not less than 30 days’ prior to such transfer (except with respect to a transfer pursuant to Section 6.15(ii)(B), a New Consolidation Opinion shall be delivered to Mortgagee 30 days after such transfer).
Sample 1
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Related to SPE Status

  • WKSI Status (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Shares in reliance on the exemption in Rule 163, and (D) at the Applicable Time (with such date being used as the determination date for purposes of this clause (D)), the Company was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405.

  • MLP Status The Partnership is properly treated as a partnership for United States federal income tax purposes and more than 90% of the Partnership’s current gross income is qualifying income under 7704(d) of the Internal Revenue Code of 1986, as amended.

  • Company Status The Company is a corporation duly formed and validly existing under the general laws of the State of Maryland, with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.

  • Shell Status The Company represents that it is not a “shell” issuer and has never been a “shell” issuer, or that if it previously has been a “shell” issuer, that at least twelve (12) months have passed since the Company has reported Form 10 type information indicating that it is no longer a “shell” issuer. Further, the Company will instruct its counsel to either (i) write a 144- 3(a)(9) opinion to allow for salability of the Conversion Shares or (ii) accept such opinion from Holder’s counsel.

  • Employee Status For purposes of determining the applicability of Section 422 of the Code (relating to Incentive Stock Options), or in the event that the terms of any Grant provide that it may be exercised only during employment or within a specified period of time after termination of employment, the Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary Disability, or other reasons shall not be deemed interruptions of continuous employment.

  • ERISA Status With respect to the initial advance to such Qualified Borrower only, either (i) a favorable written opinion of counsel to such Qualified Borrower, addressed to the Secured Parties, reasonably acceptable to the Administrative Agent and its counsel, regarding the status of such Qualified Borrower as an Operating Company (or a copy of such opinion addressed to the Investors, reasonably acceptable to the Administrative Agent and its counsel, together with a reliance letter with respect thereto, addressed to the Secured Parties); or (ii) a certificate, addressed to the Secured Parties, signed by a Responsible Officer of such Qualified Borrower that the underlying assets of such Qualified Borrower do not constitute Plan Assets because less than twenty five percent (25%) of the total value of each class of equity interests in such Qualified Borrower is held by “benefit plan investors” within the meaning of Section 3(42) of ERISA; and

  • Affiliate Status The Holder is not, and has not been during the preceding three months, an “affiliate” of the Company as such term is defined in Rule 144 under the Securities Act.

  • Tax Free Status No party shall, nor shall any party permit any of its Subsidiaries to, take any actions which would, or would be reasonably likely to, adversely affect the status of the Merger as a tax-free transaction (except as to dissenters' rights and fractional shares) under the Code. 6.20

  • Independent Status The employees, volunteers, or agents of each party who are engaged in the performance of this Agreement will continue to be employees, volunteers, or agents of that party and will not for any purpose be employees, volunteers, or agents of the other party.

  • Confirmation of Status The parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing the Receivables for compliance with the representations and warranties under the Transaction Documents, except as described in this Agreement, or (b) determining whether noncompliance with the representations or warranties constitutes a breach of the Transaction Documents.

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