Independently Controlled and Governed definition

Independently Controlled and Governed means in respect of the Guarantor, (i) the general partner (having the power to carry on the business of the Guarantor) of the Guarantor is not (and cannot be) an affiliate of the Issuer and less than ten percent of its voting securities are (or can be) owned, directly or indirectly, by the Issuer or any of its affiliates, (ii) if an administrative agent or other analogous entity has been engaged by the general partner of the Guarantor to fulfil such general partner’s responsibility or role to carry on, oversee, manage or otherwise administer the business, activities and assets of the Guarantor, the agent or entity is not (and cannot be) an affiliate of the Issuer and less than ten percent of its voting securities are (or can be) owned, directly or indirectly, by the Issuer or any of its affiliates, (iii) all members (but one) of the board of directors or other governing body of the general partner of the Guarantor, administrative agent or other entity are not (and cannot be) directors, officers, employees or other representatives of the Issuer or any of its affiliates, do not (and cannot) hold greater than ten percent of the voting or equity securities of the Issuer or any of its affiliates and are (and must be) otherwise free from any material relationship with the Issuer or any of its affiliates (hereinafter referred to as “Independent Members”), and (iv) the board of directors or other governing body of the general partner of the Guarantor, administrative agent or other entity is (and must be) composed of at least three members, and the non-Independent Member is not (and shall not )be entitled to vote on any resolution or question to be determined or resolved by the board (or other governing body) and shall attend meetings of the board (or other governing body) at the discretion of the remaining members thereof, provided that such board of directors or other governing body may be composed of only two Independent Members with “observer” status granted to one director, officer, employee or other representative of the Issuer or any of its affiliates;
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Independently Controlled and Governed means in respect of the Guarantor, (i) the general partner (having the power to carry on the business of the Guarantor) of the Guarantor is not (and cannot be) an Affiliate of the Issuer and less than ten percent of its voting securities are (or can be) owned, directly or indirectly, by the Issuer or any of its Affiliates, (ii) if an administrative agent or other analogous entity has been engaged by the general partner of the Guarantor to fulfil such general partner’s responsibility or role to carry on, oversee, manage or otherwise administer the business, activities and assets of the Guarantor, the agent or entity is not (and cannot be) an Affiliate of the Issuer and less than ten percent of its voting securities are (or can be) owned, directly or indirectly, by the Issuer or any of its Affiliates, (iii) all members (but one) of the board of directors or other governing body of the general partner of the Guarantor, administrative agent or other entity are not (and cannot be) directors, officers, employees or other representatives of the Issuer or any of its Affiliates, do not (and cannot) hold greater than ten percent of the voting or equity securities of the Issuer or any of its Affiliates and are (and must be) otherwise free from any material relationship with the Issuer or any of its Affiliates (hereinafter referred to as “Independent Members”), and
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Independently Controlled and Governed means in respect of the Guarantor, at the time of determination, it is demonstrated that, whether by attestation of an executive officer of the Issuer or otherwise, each of the following is correct:
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Examples of Independently Controlled and Governed in a sentence

  • The transaction documents of a registered covered bond program may not, at any time the guarantor entity is not Independently Controlled and Governed, afford the guarantor entity discretion to refrain from forthwith replacing a Counterparty of the program upon a Ratings Trigger (other than a Covered Bond Collateral Hedge Counterparty, the replacement of which shall be governed by Section4.5.6 and Section 4.5.7 of this Guide).

  • If the Guarantor is Independently Controlled and Governed, it has the discretion to afford the Interest Rate Swap Provider priority over payments due on the Covered Bonds in respect of amounts due and payable under the Interest Rate Swap Agreement, other than termination payments payable to the Interest Rate Swap Provider where the Interest Rate Swap Provider has caused the termination, in which case such termination payment is subordinated to the interest amounts due on the Covered Bonds.

  • In Europe, scientific trials exploring the prescription of heroin are currently taking place in Switzerland and the Netherlands.

  • If the Guarantor is not Independently Controlled and Governed and is obliged to pay a termination payment under any Swap Agreement, such termination payment will rank pari passu with amounts due on the Covered Bonds, except where default by, or downgrade of, the relevant Swap Provider has caused the relevant Swap Agreement to terminate, in which case such termination payment is subordinated to the interest amounts due on the Covered Bonds.

Related to Independently Controlled and Governed

  • Auditing Profession Act ’ means the Auditing Profession Act, 2005 (Act No. 26 of 2005);

  • Federally Qualified Health Center means a non-administrative medical facility with a fixed permanent location that is identified on the following search engines and offers health services on a sliding scale payment system: http://findahealthcenter.hrsa.gov or http://www.ihs.gov/ or http://www.aachc.org/.

  • 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.

  • Independent foster home means a private family home in which any child, other than a child by

  • Lawn and garden insecticide means an insecticide product labeled primarily to be used in household lawn and garden areas to protect plants from insects or other arthropods. Notwithstanding the requirements of section 6(c) aerosol “Lawn and Garden Insecticides” may claim to kill insects or other arthropods.

  • regulated profession means a regulated profession as defined in Article 3(1)(a) of Directive 2005/36/EC.

  • Appraisal management company means a person or entity that (i) administers a network of

  • Independent living program means a program designed to assist a juvenile to enhance skills and abilities necessary for successful adult living and may include but shall not be limited to minimal direct staff supervision and supportive services in making the arrangements necessary for an appropriate place of residence, completing an education, vocational training, obtaining employment or other similar services;

  • Uniform Standards of Professional Appraisal Practice means the current standards of the appraisal profession, developed for appraisers and users of appraisal services by the Appraisal Standards Board of the Appraisal Foundation.

  • School of cosmetology means an establishment operated for the purpose of teaching cosmetology.

  • Appraisal management services means one or more of the following:

  • Health status-related factor means any of the following factors:

  • publicly controlled means owned by or otherwise under the control of an organ of state, including a –

  • standards of generally recognised accounting practice means an accounting practice complying with standards applicable to municipalities or municipal entities as determined by the Accounting Standards Board

  • Federally related transaction means any real estate related

  • Medical management technique means a practice which is used to control the cost or utilization of health care services or prescription drug use. The term includes, without limitation, the use of step therapy, prior authorization or categorizing drugs and devices based on cost, type or method of administration.

  • Title IV-E Foster Care means a federal program authorized under §§ 472 and 473 of the Social

  • Safeguarding and promoting the welfare of children means: • Protecting children from maltreatment• Preventing impairment of children’s mental or physical health or development• Ensuring that children grow up in circumstances consistent with the provision of safe and effective care• Taking action to enable all children to have the best outcomes

  • Natural background means the condition of waters in the absence of man-induced alterations based on the best scientific information available to the Department. The establishment of natural background for an altered waterbody may be based upon a similar unaltered waterbody or on historical pre-alteration data. 62-302.200(15), FAC.

  • Rule 506(d) Related Party means a person or entity that is a beneficial owner of such Buyer’s securities for purposes of Rule 506(d).

  • Independent Safeguarding Authority is a non-departmental public body sponsored by the Home Office set up under the provisions of the Safeguarding Vulnerable Groups Act 2006 and which is responsible for the decision making and maintenance of two lists covering the children’s and vulnerable adults’ sectors

  • Real estate related financial transaction means any transaction involving:

  • Supervised financial organization means a person, other than an insurance company or other organization primarily engaged in an insurance business:

  • Serialization within the enterprise identifier means each item produced is assigned a serial number that is unique among all the tangible items produced by the enterprise and is never used again. The enterprise is responsible for ensuring unique serialization within the enterprise identifier.

  • Qualified United States financial institution means an institution that:

  • Tobacco-related devices means cigarette papers or pipes for smoking.