Independent Review Party definition

Independent Review Party shall have the meaning set forth in Section 5(b).
Sample 1Sample 2Sample 3
Independent Review Party. The meaning set forth in the Collateral Management Agreement.
Sample 1Sample 2Sample 3
Independent Review Party shall have the meaning set forth in Section 5(b). “Instrument of Acceptance” shall have the meaning set forth in Section 12(c). “Internal Policies” shall have the meaning set forth in Section 3(b). “Issuer” shall have the meaning set forth in the preamble. “Losses” shall have the meaning set forth in Section 10(b). “Manager Parties” shall mean the Collateral Manager, the BDC Advisor, the Sub- Advisor and their respective Affiliates. “Material Adverse Effect” shall mean, with respect to any event or circumstance, a material adverse effect on (i) the business, financial condition (other than the performance of the Assets) or operations of the Issuer, taken as a whole, (ii) the validity or enforceability of the Indenture, this Agreement or the Issuer’s Certificate of Formation or Limited Liability Company Agreement or (iii) the existence, perfection, priority or enforceability of the Trustee’s lien on the Assets. “Organizational Instruments” shall mean the certificate of incorporation and bylaws (or the comparable documents for the applicable jurisdiction), in the case of a company or a corporation, or the partnership agreement, in the case of a partnership, or the certificate of formation and limited liability company agreement (or the comparable documents for the applicable jurisdiction), in the case of a limited liability company. “Owner” shall mean, with respect to any Person, any direct or indirect shareholder, member, partner or other equity or beneficial owner thereof. “Proceedings” shall have the meaning set forth in Section 22. “Related Person” shall mean, with respect to any Person, the Owners, directors, officers, employees, managers, agents and professional advisors thereof. “Responsible Officer” shall mean any officer, authorized person or employee of the Collateral Manager set forth on the list provided by the Collateral Manager to the Issuer and the
Sample 1

Examples of Independent Review Party in a sentence

  • The Collateral Manager shall if required by applicable law and otherwise in its discretion may obtain the written consent of the Issuer or of the Independent Review Party appointed by the Issuer, if any, as provided herein if any such transaction requires the consent of the Issuer under Section 206(3) of the Advisers Act (an “Affiliate Transaction”) or as may be otherwise requested by the Collateral Manager.

  • For the avoidance of doubt, consent by the Issuer or by any Independent Review Party shall be presumed to be granted should the Issuer or such Independent Review Party fail to object within a reasonable period following appropriate notice by the Collateral Manager of an actual, potential or intended change of control transaction.

  • Decisions of any Independent Review Party shall be binding on the Collateral Manager, the Issuer, the Holders of the Notes and the beneficial owners thereof and the holders of the Interests.

  • To the extent that any such transactions are Affiliate Transactions, the Collateral Manager shall if required by applicable law and otherwise in its discretion may obtain the written consent to such transaction of the Issuer or of the Independent Review Party appointed by the Issuer, if any.

  • The Issuer (i) shall be responsible for any fees relating to the services provided by any Independent Review Party and shall reimburse members of any Independent Review Party for their out-of-pocket expenses and (ii) may indemnify members of such Independent Review Party to the maximum extent permitted by law, subject to terms and conditions satisfactory to the Collateral Manager.

  • Each Restricted Transaction must be approved in writing by the Independent Review Party.

  • If the Independent Review Party notifies the Collateral Manager that it will not approve the Restricted Transaction, the Issuer will not affect the Restricted Transaction.

  • The initial Independent Review Party shall be the Issuer’s board of directors.

  • None of the Collateral Manager’s Affiliates, Owners or their respective Related Persons nor any Independent Review Party assumes any responsibility under this Agreement.

  • If the Independent Review Party approves a Restricted Transaction in writing, the Issuer will effect it at the option of the Collateral Manager (subject to any other applicable restriction in the Indenture or this Agreement).


More Definitions of Independent Review Party

Independent Review Party. The meaning set forth in the Collateral Management Agreement. “Industry Diversity Measure”: As of any date of determination, the number obtained by dividing (a) 1 by (b) the sum of the squares of the quotients, for each S&P Industry Classification Group, obtained by dividing (i) the aggregate outstanding principal balance at such time of all Collateral Obligations (other than Defaulted Obligations) issued by Obligors that belong to such S&P Industry Classification Group by (ii) the aggregate outstanding principal balance at such time of all Collateral Obligations (other than Defaulted Obligations). “Initial Purchaser”: Xxxxx Fargo Securities, LLC, in its capacity as initial purchaser of the Notes under the Purchase Agreement. “Initial Rating”: With respect to the Secured Debt, the rating or ratings, if any, indicated in Section 2.3. “Institutional Accredited Investor”: The meaning specified in Rule 501(a)(1), (2), (3) or (7) under the Securities Act. “Instrument”: The meaning specified in Section 9-102(a)(47) of the UCC. “Interest Accrual Period”: (i) With respect to the initial Payment Date (or, in the case of a Re-Priced Class or a Class that is subject to Refinancing, the first Payment Date following the Re-Pricing Date or the Refinancing, respectively), the period from and including the Closing Date (or, in the case of (x) a Re-Pricing, the Re-Pricing Date and (y) a Refinancing, the date of issuance of the replacement notes or debt obligations) to but excluding such Payment Date; and (ii) with respect to each succeeding Payment Date, the period from and including the immediately preceding Payment Date to but excluding the following Payment Date until the principal of the Debt is paid or made available for payment. For purposes of determining any Interest Accrual Period in the case of the Fixed Rate Debt, (i) for each Payment Date that is not a Redemption Date or a Re-Pricing Date and other than the Stated Maturity, the Payment Date shall be assumed to be the 20th day of the relevant month (irrespective of whether such day is a Business Day), (ii) for any Payment Date that is a Redemption Date or a Re-Pricing Date, the Payment Date shall be the Redemption Date or Re-Pricing Date, as applicable and (iii) for the Payment Date related to the Stated Maturity, the Payment Date shall be assumed to be the Stated Maturity (irrespective of whether such day is a Business Day). “Interest Collection Subaccount”: The account established pursuant to Section 10.2(a). ...
Sample 1
Independent Review Party shall have the meaning set forth in Section 5(b). “Instrument of Acceptance” shall have the meaning set forth in Section 12(c). “Issuer” shall have the meaning set forth in the preamble. “MassMutual” shall mean Massachusetts Mutual Life Insurance Company. “Offering Circular” shall mean, collectively, the Preliminary Offering Circular and the Final Offering Circular. “Organizational Instruments” shall mean the memorandum and articles of association or certificate of incorporation and bylaws (or the comparable documents for the applicable jurisdiction), in the case of an exempted company or a corporation, or the partnership agreement, in the case of a partnership, or the certificate of formation and limited liability company agreement (or the comparable documents for the applicable jurisdiction), in the case of a limited liability company. “Preliminary Offering Circular” shall mean each of the preliminary Offering Circular, dated July 16, 2024 and the second preliminary Offering Circular, dated August 26, 2024 with respect to the Notes.
Sample 1

Related to Independent Review Party

  • independent review committee means the independent review committee of the investment fund established under National Instrument 81-107 Independent Review Committee for Investment Funds;

  • Independent review organization means an entity that is accredited to conduct independent external reviews of adverse benefit determinations.

  • Independent representative means a person who:

  • Review Panel means a panel responsible for determining whether a reasonable basis exists for finding a violation of BSEF Rules, and for authorizing the issuance of notices of chargers against Persons alleged to have committed violations if the Review Panel believes that the matter should be adjudicated.

  • Independent study means a subject/program/activity that a person pursues autonomously that meets standards for approval criteria in the rules and includes a posttest.

  • Independent Firm has the meaning set forth in Section 10.03 of this Agreement.

  • Independent Auditors has the meaning set forth in Section 3.2.

  • Independent Expert means a Person or entity with no material current or prior business or personal relationship with the Advisor or the Directors and who is engaged to a substantial extent in the business of rendering opinions regarding the value of assets of the type held by the Company.

  • Independent Auditor has the meaning specified in Section 6.01(a).

  • Independent Verification means that an evaluation is undertaken and reported by an individual or body whose organisation, systems and procedures conform to ISO Guide 65:1996 (EN 45011:1998) General requirements for bodies operating product certification systems (as amended form time to time) or equivalent, and who is accredited to audit against forest management standards by a body whose organisation, systems and procedures conform to ISO 17011: 2004 General Requirements for Providing Assessment and Accreditation of Conformity Assessment Bodies (as amended from time to time) or equivalent.

  • Independent provider means a self-employed person who provides services for which he or she must be certified in accordance with rule 5123:2-2-01 of the Administrative Code and does not employ, either directly or through contract, anyone else to provide the services.

  • Independent Party means, with respect to a BDC Downstream Fund, (i) if the BDC Downstream Fund has a board of directors (or the equivalent), the board or (ii) if the BDC Downstream Fund does not have a board of directors (or the equivalent), a transaction committee or advisory committee of the BDC Downstream Fund.

  • Independent Inspector means a licensed Person who performs sampling, quality analysis and quantity determination of the Product received or delivered.

  • Joint Remediation Committee has the meaning set forth in Section II.A.2.

  • 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.

  • Independent Accountant has the meaning set forth in Section 2.04(c)(iii).

  • Independent Fiduciary means an independent fiduciary who will serve as a fiduciary to the Plan in accordance with Article 3 that has no relationship or interest in any of the Settling Parties and is mutually agreed to by the Settling Parties.

  • Independent testing laboratory means an independent organization, accepted by the Contracting Officer, engaged to perform specific inspections or tests of the work, either at the site or elsewhere, and report the results of these inspections or tests.

  • Independent Engineer means XxXxxxxx and XxxXxxxxxxx or any other third party engineering firm acceptable to the Administrative Agent in its sole discretion.

  • Independent student means one whose parents have surrendered the right to his care, custody and

  • 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 Third Party means any Person who, immediately prior to a contemplated transaction, does not own in excess of 5% of the Company’s Common Units on a fully-diluted basis (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

  • Reviewer means the actuary engaged to review or repeat the first actuary’s work, and

  • Independent Accounting Firm has the meaning set forth in Section 2.05(c).

  • Other Asset Representations Reviewer Any party acting as “asset representations reviewer” (within the meaning of Item 1101(m) of Regulation AB) under an Other Pooling and Servicing Agreement.

  • Independent living services means services and activities provided to a child in foster care 14 years