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

  • 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.

  • Securitization Entity means a Wholly Owned Subsidiary of the Borrower (or another Person in which the Borrower or any Subsidiary of the Borrower makes an Investment and to which the Borrower or any Subsidiary of the Borrower transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable and which is designated by the Board of Directors of the Borrower (as provided below) as a Securitization Entity (i) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (A) is guaranteed by the Borrower or any Restricted Subsidiary of the Borrower (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings); (B) is recourse to or obligates the Borrower or any Restricted Subsidiary of the Borrower in any way other than pursuant to Standard Securitization Undertakings; or (C) subjects any property or asset of the Borrower or any Restricted Subsidiary of the Borrower, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings; (ii) with which neither the Borrower nor any Restricted Subsidiary of the Borrower has any material contract, agreement, arrangement or understanding other than on terms, taken as a whole, no less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Borrower, other than fees payable in the ordinary course of business in connection with servicing receivables of such entity, standard Securitization Undertakings and other terms, including Purchase Money Notes, typical in Securitization Transactions; and (iii) to which neither the Borrower nor any Restricted Subsidiary of the Borrower has any obligations to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of the Borrower shall be evidenced to the Agent (for distribution to the Lenders) by filing with the Agent a certified copy of the Board Resolution of the Borrower giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

  • 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.

  • Special purpose equipment means equipment which is used only for research, medical, scientific, or other technical activities. Examples of special purpose equipment include microscopes, x-ray machines, surgical instruments, and spectrometers.

  • Excluded Subsidiary means (a) each Immaterial Subsidiary, (b) each Subsidiary that is not a Wholly-Owned Subsidiary on any date such Subsidiary would otherwise be required to become a Guarantor pursuant to the requirements of Section 8.10 (for so long as such Subsidiary remains a non-Wholly-Owned Subsidiary), (c) each Subsidiary (i) that is prohibited by any applicable Requirement of Law or Contractual Requirement (with respect to any such Contractual Requirement, only to the extent existing on the Closing Date or on the date such Person becomes a Subsidiary of the Company and not entered into in contemplation thereof) from guaranteeing the Obligations (and for so long as such restriction or any replacement or renewal thereof is in effect), (ii) that would require consent, approval, license or authorization to provide a Guarantee of the Obligations from a Governmental Authority (unless such consent, approval, license or authorization has been received) or for which the provision of such Guarantee would result in material adverse tax consequences to the Company or one or more of its Subsidiaries (as reasonably determined by the Company in consultation with the Administrative Agent) or (iii) that is a CFC (or a Subsidiary of a CFC) or FSHCO, (d) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, as agreed in writing, the cost or other consequences of providing a Guarantee of the Obligations would be excessive in view of the benefits to be obtained by the Lenders therefrom, (e) each Unrestricted Subsidiary, (f) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder and financed with secured Indebtedness permitted to be incurred pursuant to Section 9.04, and each Restricted Subsidiary acquired in such Permitted Acquisition or other Investment permitted hereunder that guarantees such secured Indebtedness, in each case, to the extent that, and for so long as, the documentation relating to such secured Indebtedness to which such Subsidiary is a party prohibits such Subsidiary from guaranteeing the Obligations and such prohibition was not created in contemplation of such Permitted Acquisition or other Investment permitted hereunder and (g) any special purpose entity (including any not-for-profit entity).