BPG Subsidiary definition

BPG Subsidiary means BPG Subsidiary Inc., a Delaware corporation.
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Examples of BPG Subsidiary in a sentence

  • BPG Subsidiary currently intends to operate in conformity with the requirements for qualification and taxation as a REIT under the Code and BPG Subsidiary, after reasonable inquiry and diligence, does not know of any event that would reasonably be expected to cause it to fail to qualify as a REIT at any time.

  • BRIXMOR OPERATING PARTNERSHIP LP, as Issuer By: Brixmor OP GP LLC, its general partner By: BPG Subsidiary Inc., its sole member By: /s/ Xxxxxx X.

  • The BAMF refuses to an- swer questions about these topics, its reasoning being that conclusions might be drawn about the way the technology works, which could potentially impede its effectiveness.

  • Each of the Company, BPG Subsidiary and the Operating Partnership jointly and severally represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.

  • This indemnity agreement will be in addition to any liability which the Company, BPG Subsidiary or the Operating Partnership may otherwise have.

  • Furthermore, the Company, BPG Subsidiary, the Operating Partnership and each of the Selling Stockholders agree that each of them is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the any of them on related or other matters).

  • The Company, BPG Subsidiary, the Operating Partnership and each of the Selling Stockholders each hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

  • At the time of the execution of this Agreement, the Representatives shall have received a certificate, signed on behalf of the Operating Partnership by the Chief Financial Officer of the BPG Subsidiary substantially in the form attached hereto as Exhibit E.

  • The Company, BPG Subsidiary, the Operating Partnership and each Selling Stockholder each agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, BPG Subsidiary, the Operating Partnership or such Selling Stockholder in connection with such transaction or the process leading thereto.

  • The issuance of the BPG Subsidiary Exchange Shares has been duly authorized and, when and to the extent issued upon exchange of Subsidiary Common Stock in accordance with the Resolutions and the Exchange Agreement, the BPG Subsidiary Exchange Shares will be validly issued, fully paid and nonassessable.

Related to BPG Subsidiary

  • Subsidiary means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions and transactions related or incidental thereto.

  • Financing Subsidiary means an SPE Subsidiary or an SBIC Subsidiary.

  • Domestic Subsidiary means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

  • Excluded Subsidiary means (a) each Immaterial Subsidiary, (b) each Subsidiary that is not a Wholly-Owned Subsidiary on any date such Subsidiary would otherwise be required to become a Guarantor pursuant to the requirements of Section 8.10 (for so long as such Subsidiary remains a non-Wholly-Owned Subsidiary), (c) each Subsidiary (i) that is prohibited by any applicable Requirement of Law or Contractual Requirement (with respect to any such Contractual Requirement, only to the extent existing on the Closing Date or on the date such Person becomes a Subsidiary of the Company and not entered into in contemplation thereof) from guaranteeing the Obligations (and for so long as such restriction or any replacement or renewal thereof is in effect), (ii) that would require consent, approval, license or authorization to provide a Guarantee of the Obligations from a Governmental Authority (unless such consent, approval, license or authorization has been received) or for which the provision of such Guarantee would result in material adverse tax consequences to the Company or one or more of its Subsidiaries (as reasonably determined by the Company in consultation with the Administrative Agent) or (iii) that is a CFC (or a Subsidiary of a CFC) or FSHCO, (d) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, as agreed in writing, the cost or other consequences of providing a Guarantee of the Obligations would be excessive in view of the benefits to be obtained by the Lenders therefrom, (e) each Unrestricted Subsidiary, (f) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder and financed with secured Indebtedness permitted to be incurred pursuant to Section 9.04, and each Restricted Subsidiary acquired in such Permitted Acquisition or other Investment permitted hereunder that guarantees such secured Indebtedness, in each case, to the extent that, and for so long as, the documentation relating to such secured Indebtedness to which such Subsidiary is a party prohibits such Subsidiary from guaranteeing the Obligations and such prohibition was not created in contemplation of such Permitted Acquisition or other Investment permitted hereunder and (g) any special purpose entity (including any not-for-profit entity).

  • Material Subsidiary means any Subsidiary other than an Immaterial Subsidiary.