Limited Purpose Subsidiary definition

Limited Purpose Subsidiary has the meaning assigned to such term in the definition of “Excluded Subsidiary”.
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Limited Purpose Subsidiary has the meaning specified in the definition of “Excluded Property.”
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Limited Purpose Subsidiary is hereby amended by (i) inserting the words “and/or owning” immediately prior to the words “and improving” in the fifth (5th) line thereof and (ii) inserting the following sentence at the end thereof: “As of the Second Amendment Effective Date, the Borrower acknowledges that the Limited Purpose Subsidiaries include (i) XXXX Xxxxxx Centre LLC, (ii) XXXX 6400 Xxxxxx LLC, (iii) XXXX Danbury Corporate Center LLC, (iv) NNN 200 Galleria, LLC and (v) NNN Avallon, LLC.”
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Examples of Limited Purpose Subsidiary in a sentence

  • Cause or permit any Subsidiaries of the Borrower which are neither Guarantors nor Limited Purpose Subsidiaries holding Limited Purpose Subsidiary Assets Held For Sale securing separate financing to create, assume, incur or suffer to exist any Debt.

  • Notwithstanding the foregoing, subject to the Administrative Agent’s approval (which approval shall not be unreasonably withheld or delayed), any Limited Purpose Subsidiary may amend its constitutive documents in connection with any Non-Recourse Debt permitted under Section 5.02(b)(iv).


More Definitions of Limited Purpose Subsidiary

Limited Purpose Subsidiary has the meaning specified in the definition of “Excluded Property.” “Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan. “Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents, (v) the ABL Intercreditor Agreement, (vi) the Term Loan Intercreditor Agreement, (vii) the First Amendment, (viii) the Second Amendment, (ix) the Third Amendment, (x) the Fourth Amendment, (xi) any other intercreditor agreement required to be entered into pursuant to the terms of this Agreement, (xixii) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.16 of this Agreement and (xiixiii) any Refinancing Amendment. “Loan Parties” means, collectively, the Borrower and each Guarantor. “Majority Lenders” of any Tranche means those Non-Defaulting Lenders which would constitute the Required Lenders under, and as defined in, this Agreement if all outstanding Obligations of the other Tranches under this Agreement were repaid in full and all Commitments with respect thereto were terminated. “Management Agreement” means that certain Management Services Agreement, dated as of June 29, 2018, among Vertex Holdings, the Borrower, the other parties thereto and AIP Manager, as the same may be amended, restated, supplemented or otherwise modified from time to time to the extent such amendment, restatement, supplement or other modification is not materially disadvantageous to the Lenders; provided that any amendment, restatement, supplement or other modification thereof that adds (i) a management, consulting, monitoring, advisory or similar fee payable to the AIP Manager or any Affiliate thereof in an amount not to exceed $2,500,000 in any fiscal year or (ii) customary transaction fees, expense reimbursement or indemnities in favor of the AIP Manager or any Affiliate thereof shall, in each case, be deemed not to be materially disadvantageous to the Lenders. “Margin Stock” has the meaning assigned to such term in Regulation U of the FRB as from time to time in effect. “Market Capitalization” means an amount equal to (1) the total number of issued and outstanding shares of common Capital Stock of Holdings or any applicable Parent Holding Company, as applicable,
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Limited Purpose Subsidiary has the meaning specified in the definition of “Excluded Property.” “Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a Swingline Loan. “Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents, (v) the Equal Priority Intercreditor Agreement, (vi) any other intercreditor agreement required to be entered into pursuant to the terms of this Agreement, (vii) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.16 of this Agreement and (viii) any Refinancing Amendment. “Loan Parties” means, collectively, the Borrower and each Guarantor.
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Limited Purpose Subsidiary means (a) a Domestic Subsidiary of the Borrower which is a wholly owned Subsidiary and (b) any wholly owned Domestic Subsidiary of a Limited Purpose Subsidiary, provided that, in each case, such Subsidiary satisfies each of the following conditions: (i) the Limited Purpose Subsidiary is organized solely for the purpose of acquiring (on terms and conditions satisfactory to the Administrative Agent) and improving (including by way of making capital expenditures in connection therewith) certain real property more particularly described on Schedule IV or such other real property as the Administrative Agent may approve in its sole discretion and (ii) the purposes of the Limited Purpose Subsidiary are limited to those consistent with or incidental to the foregoing. Each Limited Purpose Subsidiary shall be a Restricted Subsidiary for all purposes, except that each of GXXX Property Acquisition and the GXXX Property Acquisition Subsidiaries shall be disregarded (that is, deemed to be an Unrestricted Subsidiary solely) for purposes of determining compliance with the financial covenants set forth in Section 5.04.
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Limited Purpose Subsidiary means (i) XXXX Xxxxxx Centre LLC, (ii) XXXX 6400 Xxxxxx LLC, (iii) XXXX Danbury LLC, (iv) NNN 200 Galleria, LLC and (v) NNN Avallon, LLC.
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Limited Purpose Subsidiary means a subsidiary life, accident, and sickness reinsurer
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Limited Purpose Subsidiary means (a) a Domestic Subsidiary of the Borrower which is a wholly owned Subsidiary and (b) any wholly owned Domestic Subsidiary of a Limited Purpose Subsidiary, provided that, in each case, such Subsidiary satisfies each of the following conditions: (i) the Limited Purpose Subsidiary is organized solely for the purpose of acquiring (on terms and conditions satisfactory to the Administrative Agent) and improving (including by way of making capital expenditures in connection therewith) certain real property more particularly described on Schedule IV or such other real property as the Administrative Agent may approve in its sole discretion and (ii) the purposes of the Limited Purpose Subsidiary are limited to those consistent with or incidental to the foregoing. Each Limited Purpose Subsidiary shall be a Restricted Subsidiary for all purposes, except that each Limited Purpose Subsidiary shall be disregarded (that is, deemed to be an Unrestricted Subsidiary solely) for purposes of determining compliance with the financial covenants set forth in Section 5.04. The terms and conditions of the acquisition of the properties identified as items A. and B. on Schedule IV hereto as set forth in those certain Forms 8-K filed with the Securities and Exchange Commission on October 30, 2006 and February 12, 2007 (in each case, as updated through the date hereof) have been approved by the Administrative Agent.
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Related to Limited Purpose Subsidiary

  • Special Purpose Subsidiary means any (a) not-for-profit Subsidiary, (b) captive insurance company or (c) Receivables Subsidiary and any other Subsidiary formed for a specific bona fide purpose not including substantive business operations and that does not own any material assets, in each case, that has been designated as a “Special Purpose Subsidiary” by the Borrower.

  • Permitted Purposes means evaluating the Project, preparing a Proposal, and any other use permitted by the RFP or this Participation Agreement;

  • Permitted Purpose means any activity or process to be undertaken or supervised by a Staff member of one Party during the term of this Agreement, for which purpose authorised disclosure of the other Party’s Confidential Information or Intellectual Property is a prerequisite in order to enable such activity or process to be accomplished;

  • Special Purpose Entity means a direct or indirect subsidiary of Holdings, whose organizational documents contain restrictions on its purpose and activities and impose requirements intended to preserve its separateness from Holdings and/or one or more Subsidiaries of Holdings.

  • Single-Purpose Entity means an entity, other than an individual, whose organizational documents and the related Mortgage Loan documents (or if the Mortgage Loan has a Cut-off Date Balance equal to $10 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties and prohibit it from engaging in any business unrelated to such Mortgaged Property or Mortgaged Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.

  • Wholly-Owned Foreign Subsidiary means, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Foreign Subsidiary.

  • Permitted Receivables Financing means any one or more receivables financings in which (a) any Loan Party or any Restricted Subsidiary (i) sells (as determined in accordance with GAAP) any accounts (as defined in the Uniform Commercial Code as in effect in the State of New York), payment intangibles (as defined in the Uniform Commercial Code as in effect in the State of New York), notes receivable, rights to future lease payments or residuals (collectively, together with certain property relating thereto and the right to collections thereon, being the “Transferred Assets”) to any Person that is not a Subsidiary or Affiliate of the Borrower (with respect to any such transaction, the “Receivables Financier”), (ii) borrows from such Receivables Financier and secures such borrowings by a pledge of such Transferred Assets and/or (iii) otherwise finances its acquisition of such Transferred Assets and, in connection therewith, conveys an interest in such Transferred Assets to the Receivables Financier or (b) any Loan Party or any Restricted Subsidiary sells, conveys or otherwise contributes any Transferred Assets to a Receivables Financing SPC, which Receivables Financing SPC then (i) sells (as determined in accordance with GAAP) any such Transferred Assets (or an interest therein) to any Receivables Financier, (ii) borrows from such Receivables Financier and secures such borrowings by a pledge of such Transferred Assets or (iii) otherwise finances its acquisition of such Transferred Assets and, in connection therewith, conveys an interest in such Transferred Assets to the Receivables Financier; provided that (A) the aggregate Attributed Principal Amount for all such financings shall not at any time exceed $600,000,000 and (B) such financings shall not involve any recourse to any Loan Party or any Restricted Subsidiary for any reason other than (x) repurchases of non-eligible assets or (y) indemnifications for losses other than credit losses related to the Transferred Assets.

  • securitisation special purpose entity or ‘SSPE’ means a corporation trust or other entity, other than an institution, organised for carrying out a securitisation or securitisations, the activities of which are limited to those appropriate to accom­ plishing that objective, the structure of which is intended to isolate the obligations of the SSPE from those of the originator institution, and in which the holders of the beneficial interests have the right to pledge or exchange those interests without restriction;

  • Securitization Subsidiary means any Subsidiary formed for the purpose of, and that solely engages only in one or more Qualified Securitization Facilities and other activities reasonably related thereto.

  • First Tier Foreign Subsidiary means each Foreign Subsidiary with respect to which any one or more of the Borrower and its Domestic Subsidiaries directly owns or Controls more than 50% of such Foreign Subsidiary’s issued and outstanding Equity Interests.

  • Excluded Subsidiary means (a) each Subsidiary listed on Schedule 1.01C hereto, (b) any Subsidiary that is prohibited by applicable Law or by any contractual obligation existing on the Closing Date (or, if later, the date such Subsidiary first becomes a Subsidiary) from guaranteeing the Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee unless such consent, approval, license or authorization has been received, (c) any Subsidiary organized in a jurisdiction other than a Covered Jurisdiction, (d) any Foreign Subsidiary to the extent the provision of a Guarantee by such Subsidiary would expose the officers, directors or shareholders of such Subsidiary to individual liability or would result in corporate benefit, financial assistance or similar issues, in each case as reasonably determined by the Parent Borrower in consultation with the Administrative Agent, (e) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition that, at the time of such Permitted Acquisition, has assumed secured Indebtedness not incurred in contemplation of such Permitted Acquisition and each Restricted Subsidiary that is a Subsidiary thereof that guarantees such Indebtedness to the extent such secured Indebtedness prohibits such Subsidiary from becoming a Guarantor (provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary under this clause (e) if such secured Indebtedness is repaid or becomes unsecured, if such Restricted Subsidiary ceases to be an obligor with respect to such secured Indebtedness or such prohibition no longer exists, as applicable), (f) any Immaterial Subsidiary or Unrestricted Subsidiary, (g) captive insurance companies, (h) not-for-profit Subsidiaries, (i) special purpose entities (including any entity used to effect any Permitted Receivables Financing), (j) any non-Wholly-Owned Subsidiary, (k) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Parent Borrower), the cost or other consequences (including any adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom and (l) for so long as it does not have in excess of $15,000,000 of Indebtedness outstanding (other than Indebtedness owed to the Parent Borrower or any of its Restricted Subsidiaries), the Canadian Advertising Fund Subsidiary.

  • Permitted Acquisition Indebtedness means Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries to the extent such Indebtedness or Disqualified Stock was Indebtedness or Disqualified Stock of any other Person existing at the time (a) such Person became a Restricted Subsidiary of the Company or (b) such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, provided that on the date such Person became a Restricted Subsidiary or the date such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, as applicable, either