Independent Entity Schedule definition

Independent Entity Schedule. Schedule 1.1(D) hereto, which sets forth each counterparty with which any Loan Party transacts that has an Affiliate and/or Subsidiary that holds itself out as an independent credit and a separate legal entity, together with any of such counterparty’s independent Affiliates and/or Subsidiaries, provided, that (a) a new Person may be added to such Schedule 1.1(D) at the sole discretion (exercised in good faith) of the Administrative Agent after the Restatement Effective Date and (b) a Person may be removed from such Schedule 1.1(D) by the Administrative Agent, acting in its reasonable discretion, upon ten (10) Business Days’ notice to the U.S. Borrower.
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Independent Entity Schedule. Schedule 1.1(D) hereto, which sets forth each counterparty with which any Loan Party transacts that has an Affiliate and/or Subsidiary that holds itself out as an independent credit and a separate legal entity, together with any of such counterparty’s independent Affiliates and/or Subsidiaries, provided, that (a) a new Person may be added to such Schedule 1.1(D) at the sole discretion (exercised in good faith) of the Administrative Agent after the Restatement Effective Date and (b) a Person may be removed from such Schedule 1.1(D) by the Administrative Agent, acting in its reasonable discretion, upon ten (10) Business Days’ notice to the U.S. Borrower. “Ineligible Participant”: Persons identified by the U.S. Borrower to the Administrative Agent and the Lenders from time-to-time as Persons to whom no Participation may be sold pursuant to Section 11.7 for competitive reasons, and as to which the Administrative Agent has consented to the designation of such Person as an Ineligible Participant. “Insolvency”: with respect to any Multiemployer Plan, the condition that such plan is insolvent within the meaning of Section 4245 of ERISA. “Insolvency Laws”: each of the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), and the Winding-Up and Restructuring Act (Canada), each as now and hereafter in effect, any successors to such statutes and any other applicable insolvency or other similar law of any jurisdiction, including any corporate law of any jurisdiction permitting a debtor to obtain a stay or a compromise of the claims of its creditors against it. “Insolvent”: pertaining to a condition of Insolvency. “Intellectual Property”: as defined in Section 5.9. “Intercompany Subordinated Indebtedness”: with respect to any Loan Party, Indebtedness owed by such Loan Party to the MLP or any Subsidiary that is subject to a subordination agreement substantially in the form of Exhibit H-1. “Interest Payment Date”: (a) with respect to any Base Rate Loan or Prime Rate Loan (including, for the avoidance of doubt, any Swing Line Loan), (i) prior to the Dollar Working Capital Facility Committed Tranche Maturity Date, the Dollar Working Capital Facility Uncommitted Tranche Maturity Date, the Multicurrency Working Capital Facility Maturity Date or the Acquisition Facility Maturity Date, as applicable, the first Business Day of each month and (ii) the Dollar Working Capital Facility Committed Tranche Maturity Date, Dollar Working Capital Facil...
Sample 1
Independent Entity Schedule. Schedule 1.1(D) hereto, which sets forth each counterparty with which any Loan Party transacts that has an Affiliate and/or Subsidiary that holds itself out as an independent credit and a separate legal entity, together with any of such counterparty’s independent Affiliates and/or Subsidiaries, provided, that (a) a new Person may be
Sample 1

Related to Independent Entity Schedule

  • Independent Qualified Party means an investment banking firm, accounting firm or appraisal firm of national standing; provided, however, that such firm is not an Affiliate of the Company.

  • Independent Evaluator A person empowered, pursuant to Section 23.5 (Failure to Reach Agreement) and Section 23.10 (Dispute) of this Agreement, to resolve disputes due to failure of the Parties to agree on a Performance Standards Revision Document.

  • Qualified Replacement Special Servicer A Person as to which all the following conditions are satisfied at the relevant date of determination: (A)(i) all the representations and warranties set forth in Section 2.06 are true and accurate as applied to such Person (other than any change in the entity type or the state or jurisdiction of formation), (ii) there is no event or circumstances that constitutes, or would constitute, but for notice or the passage of time, a Servicer Termination Event with respect to such Person under this Agreement, (iii) such Person is not the Trust Advisor or an Affiliate of the Trust Advisor and there exists no agreement as a result of which, whether or not subject to any condition or contingency, such Person would become an Affiliate of the Trust Advisor or merge or be consolidated with or into the Trust Advisor (regardless of the identity of the surviving Person) or succeed to any portion of the business of the Trust Advisor that includes the Trust Advisor’s rights or duties under this Agreement, (iv) neither such Person nor any Affiliate of such Person is obligated, whether by agreement or otherwise, and whether or not subject to any condition or contingency, to pay any fee to, or otherwise compensate or grant monetary or other consideration to, the Trust Advisor or any Affiliate thereof in connection with this Agreement, (x) in connection with the special servicing obligations that such Person would assume under this Agreement or the performance thereof or (y) in connection with the appointment of such Person as, or any recommendation by the Trust Advisor for such Person to become, the successor Special Servicer, (v) such Person is not entitled to receive any compensation from the Trust Advisor in connection with its activities under this Agreement and (vi) such Person is not entitled to receive from the Trust Advisor or any Affiliate thereof any fee in connection with the appointment of such Person as successor Special Servicer, unless, in the case of each of the foregoing clauses (i) through (vi), the appointment of such Person as successor Special Servicer has been expressly approved by 100% of the Certificateholders; and (B) is not a Prohibited Party and has not been terminated in the capacity of Master Servicer or Special Servicer hereunder in whole or in part as a result of a Servicer Termination Event under Section 7.01(a)(xv), unless the appointment of such Person as successor Special Servicer has been expressly approved by Depositor acting in its reasonable discretion.

  • Qualified Appraiser An appraiser, duly appointed by the Seller, who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof, and whose compensation was not affected by the approval or disapproval of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfied the requirements of Title XI of FIRREA and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated.

  • Qualified Independent Underwriter means a “qualified independent underwriter” within the meaning of FINRA Rule 5121.

  • Approved Valuation Firm means, with respect to any Collateral Obligation, each of (a) Xxxxxx Xxxxxx, (b) Xxxxxxxx Xxxxx, (c) Lincoln International LLC, (d) Duff & Xxxxxx and (e) any other nationally recognized valuation firm approved by the Borrower and the Facility Agent.

  • Independent Person means a person appointed under section 28(7) of the 2011 Act;

  • Independent expenditure means an expenditure by a person:

  • Qualified Person means one who, by possession of a recognized degree, certificate, or professional standing, or who by extensive knowledge, training and experience, has successfully demonstrated his ability to solve or resolve problems relating to the subject matter, the work, or the project.

  • Qualified Ground Lease means each of the ground leases or ground subleases set forth on Schedule 1.01(d) hereto and for a Future Property means any ground lease (a) which is a direct ground lease or ground sublease granted by the fee owner of real property or a master ground lessee from such fee owner, (b) which may be transferred and/or assigned without the consent of the lessor (or as to which the lease expressly provides that (i) such lease may be transferred and/or assigned with the consent of the lessor and (ii) such consent shall not be unreasonably withheld or delayed) or subject to certain reasonable pre‑defined requirements, (c) which has a remaining term (including any renewal terms exercisable at the sole option of the lessee) of at least twenty (20) years, (d) under which no material default has occurred and is continuing, (e) with respect to which a Lien may be granted without the consent of the lessor (but subject to customary requirements regarding the nature of the holder of such Lien and prior notice to the lessor), (f) which contains customary and reasonable lender protection provisions, including, without limitation, provisions to the effect that (i) the lessor shall notify any holder of a Lien in such lease of the occurrence of any default by the lessee under such lease and shall afford such holder the option to cure such default, and (ii) in the event that such lease is terminated, such holder shall have the option to enter into a new lease having terms substantially identical to those contained in the terminated lease and (g) which otherwise contains no non-customary terms that are material and adverse to the lessee.

  • Independent Financial Consultant means a financial consultant or firm of such consultants generally recognized to be well qualified in the financial consulting field, appointed and paid by the District, who, or each of whom:

  • Independent living means a planned program of services designed to assist a child age 16 and over

  • qualified auditor means a person who is qualified to be appointed as an auditor under section 198;

  • Independent Appraiser means a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing (which may be the firm that regularly examines the financial statements of the Issuer) that is regularly engaged in the business of appraising the Capital Stock or assets of corporations or other entities as going concerns, and which is not affiliated with either the Issuer or the Holder of any Warrant.

  • Qualified Contractor ’ means a residential energy ef-

  • Approved Third-Party Appraiser means each of (a) Xxxxxx, Xxxxxx & Co., (b) Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Inc., (c) Lincoln International LLC (formerly known as Lincoln Partners LLC), (d) Duff & Xxxxxx Corporation, (e) Valuation Research Corporation, (f) Xxxxxxx & Xxxxxx, (g) Xxxxxx Xxxxxxxxx and (h) any other third party appraiser selected by the Borrower in its reasonable discretion.

  • Operating parameter value means a minimum or maximum value established for a control device or process parameter that, if achieved by itself or in combination with one (1) or more other operating parameter values, determines that an owner or operator has complied with an applicable emission limit.

  • Approved Valuer means a firm of valuers recognized as such by the Income Tax Department and having experience of valuing at least 5 (five) properties exceeding Rs. 100 cr. (Rupees one hundred crore) each in value;

  • Independent school means a school which is an efficient school within the meaning of the School Education Act 1999 and which is not administered by or on behalf of the Government of Western Australia.

  • Independent Valuation Provider means any of Xxxxxxx & Marsal, Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Capital, Inc., Duff & Xxxxxx LLC, Xxxxxx, Xxxxxx and Company, Lincoln Partners Advisors, LLC, Xxxxx Xxxxxx Xxxx, LLC and Valuation Research Corporation and Xxxxx, or any other Independent nationally recognized third-party appraisal firm selected by the Administrative Agent, and reasonably acceptable to the Borrower.

  • of a specified Person means a person who directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such specified person;

  • Independent educational evaluation means an evaluation conducted by a qualified examiner who is not employed by the public agency responsible for the education of the child in question.

  • Applicant’s Qualified Property means the Qualified Property of the Applicant to which the value limitation identified in the Agreement will apply and as more fully described in EXHIBIT 4 of this Agreement.

  • Independent physician means a physician who is chosen by the resident of the assisted living facility and who has no financial interest in the assisted living facility, directly or indirectly, as an owner, officer, or employee or as an independent contractor with the residence.

  • SOFR Benchmark Replacement Date means the Benchmark Replacement Date with respect to the then-current Benchmark;

  • Licensed Independent Practitioner means any individual permitted by law and by the Medical Staff and Board to provide care and services without direction or supervision, within the scope of the individual’s license and consistent with individually granted clinical privileges.