Excluded Venture definition

Excluded Venture means each subsidiary of the Borrower that has been designated by the Borrower as an Excluded Venture pursuant to Section 5.12(a) and, pursuant to Section 5.12(e), any subsidiary of such Excluded Venture.
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Excluded Venture means a Venture in which an Excluded Subsidiary owns an equity interest. Each NFI Venture is duly organized under the laws of the jurisdiction of its formation, validly existing and in good standing under the laws of such jurisdiction. Each NFI Venture has the requisite power and authority, and the legal right, to own and operate its properties and to carry on its business as currently conducted, and to execute and deliver any of the Transition Agreements to which it may be a party and to consummate the transactions contemplated thereby. Each NFI Venture is duly qualified to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of its business, as now being conducted, makes such qualification necessary. Except as set forth in Schedule 2.01(d), neither NFI nor any NFI Venture owns any shares of any corporation or any equity interest, either of record, beneficially or equitably, in any association, partnership, limited liability company, joint venture or other legal entity, or has any commitment to acquire any such interest or to make any loans or capital contributions to any such entity.
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Examples of Excluded Venture in a sentence

  • The designation of any Excluded Venture as a Subsidiary shall constitute the incurrence by such Subsidiary, at the time of designation, of (x) all Indebtedness of such Subsidiary and (y) all Liens on property of such Subsidiary existing at such time.

  • As used in this paragraph (c), “non-recourse” means Indebtedness of an Excluded Venture for which recourse to the Borrower or any Subsidiary, whether contractual or as a matter of law, for non-payment of such Indebtedness is limited to Equity Interests issued by such Excluded Venture.

  • For the avoidance of doubt, no Indebtedness of any Excluded Venture owing to any Lender, any Affiliate of a Lender, any non-Lender, or any non-Lender Affiliate party to a Swap Contract with any Excluded Venture shall be secured by the Collateral.

  • Any subsidiary or joint venture of an Excluded Venture shall automatically constitute an Excluded Venture.

  • Excluded Ventures shall not be included in the calculation of the following financial covenants except to the extent of any distributions actually received by the Loan Parties from any Excluded Venture.

  • Upon the taking of such action, such Person shall cease to be an Excluded Venture.

  • The Borrower may at any time elect to cause a Person that is an Excluded Venture to become a Loan Party by taking the actions specified in Sections 6.14 and 6.15 hereof that are required of any new Domestic Subsidiary.

  • If and when Borrower or its Subsidiaries own, directly or indirectly, 100% of the membership interest in MWLM&R, Borrower shall cause MWLM&R to comply with the provisions of clauses (a) and (b) of this Section; provided, however, Borrower shall retain the right, subject to Section 1.08, to subsequently designate MWLM&R as an Excluded Venture.

  • For purposes of determining compliance with Sections 7.15(a), (b) and (c) in the event the Borrower, any of its consolidated Subsidiaries or any Excluded Venture, including MWLM&R, undertakes a Material Project, a Material Project Consolidated EBITDA Adjustment may be made at Borrower’s option.

  • For the purposes of this Agreement, an "NFI Venture" shall mean a Venture in which NFI owns an equity interest, and an "Excluded Venture" shall mean a Venture in which an Excluded Subsidiary owns an equity interest.

Related to Excluded Venture

  • Excluded Equity means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

  • Excluded IP has the meaning assigned to such term in the U.S. Security Agreement.

  • Excluded Debt , in relation to a debtor, means any:

  • Excluded Entity means each of the Hong Kong Disneyland Entities, the Shanghai Project Entities and the Specified Project Entities.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).