Phase II Mall Subsidiary definition

Phase II Mall Subsidiary means The Shoppes at the Palazzo, LLC, a Delaware limited liability company, formerly known as Phase II Mall Subsidiary, LLC.
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Phase II Mall Subsidiary has the meaning given in the preamble.
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Phase II Mall Subsidiary means Phase II Mall Subsidiary, LLC, a Delaware limited liability company, and a wholly-owned direct Subsidiary of Phase II Mall Subsidiary Holdings.
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Examples of Phase II Mall Subsidiary in a sentence

  • Settlement Agreement dated June 24, 2011 by and among Venetian Casino Resort, LLC, Phase II Mall Holding, LLC, GGP Limited Partnership, Phase II Mall Subsidiary, LLC and Grand Canal Shops II, LLC.

  • Notwithstanding anything to the contrary in this subsection 7.3, any cash Investments made in either Phase II Mall Borrower shall be made in the form of intercompany loans from Venetian to the Phase II Mall Subsidiary and shall increase the principal amount of the Intercompany Mall Note by the amount of such Investment.

  • The Phase II Mall Sale Agreement shall be assigned by LCR to Phase II Mall Subsidiary Holding (subject to certain defense rights which are to be shared by LCR and Phase II Mall Subsidiary Holding) in accordance with the Phase II Mall SA Assignment Agreement.

  • Phase II Mall Subsidiary is a wholly owned Subsidiary of Phase II Mall Subsidiary Holding.

  • The equity interests of Phase II Mall Subsidiary are duly authorized, validly issued and (if applicable), fully paid and nonassessable and none of such equity interests constitutes Margin Stock.

  • The Administrative Agent shall have received the Assignment of Phase II Mall Sale Agreement, dated as of the Closing Date, duly executed and delivered by an Authorized Officer of Phase II Mall Subsidiary Holding.

  • As provided in this Agreement, the parties intend that the Phase II Mall Air Space will be converted into one or more separate legal parcels and conveyed in fee to Phase II Mall Subsidiary on the terms and conditions set forth herein and in the Phase II Mall Air Space Lease.

  • The Disbursement Agent shall be entitled to examine, copy and make extracts of the books, records, accounting data and other documents of LCR, Phase II Mall Holding or Phase II Mall Subsidiary, including without limitation bills of sale, statements, receipts, conditional and unconditional lien releases, contracts or agreements, which relate to any materials, fixtures or articles incorporated into the Phase II Project.

  • Notwithstanding the foregoing, none of LCR, Phase II Mall Holding or Phase II Mall Subsidiary may assign or otherwise transfer any of its rights under this Agreement.

  • Substantially concurrently herewith, VCR and Phase II Mall Subsidiary are executing and delivering an intercompany loan note, pursuant to which VCR has made a loan in the principal amount of $25,371,098 to the Phase II Mall Borrowers (the “Phase II Mall Intercompany Loan”), the proceeds of which will be applied by the Phase II Mall Borrowers to finance a portion of the development and construction costs of the Phase II Mall and for certain other purposes, as more particularly described herein and therein.


More Definitions of Phase II Mall Subsidiary

Phase II Mall Subsidiary has the meaning set forth in the preamble.
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Related to Phase II Mall Subsidiary

  • Project Subsidiary means any Subsidiary of the Company held for the purpose of holding, leasing, developing, constructing or acquiring energy generating, transmission or distribution assets, or assets related thereto, or any other power or energy facility or any assets related thereto, and any Subsidiary of the Company whose assets consist primarily of equity interests in one or more other Project Subsidiaries; provided that a Subsidiary will cease to be a Project Subsidiary if it Guarantees any Indebtedness of the Company other than obligations of the Company related to Project Debt of one or more Project Subsidiaries.

  • Project Financing Subsidiary means any Restricted Subsidiary of the Borrower (or any other Person in which Borrower directly or indirectly owns a 50% or less interest) whose principal purpose is to incur Project Financing or to become an owner of interests in a Person so created to conduct the business activities for which such Project Financing was incurred, and substantially all the fixed assets of which Subsidiary or Person are those fixed assets being financed (or to be financed) in whole or in part by one or more Project Financings.

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • Property Owner means any person shown as the owner of land on the last equalized assessment roll or otherwise known to be the owner of land by the city council. “Business owner” means any person recognized by the city as the owner of the business. “Owner” means either a business owner or a property owner. The city council has no obligation to obtain other information as to the ownership of land or businesses, and its determination of ownership shall be final and conclusive for the purposes of this part. Wherever this part requires the signature of the property owner, the signature of the authorized agent of the property owner shall be sufficient. Wherever this part requires the signature of the business owner, the signature of the authorized agent of the business owner shall be sufficient.

  • Financing Subsidiary means (a) any Structured Subsidiary or (b) any SBIC Subsidiary.

  • Excluded Subsidiary means (a) any Subsidiary that is not a wholly-owned direct or indirect Domestic Subsidiary of Holdings, (b) any Subsidiary that is prohibited or restricted by applicable Law or by Contractual Obligations permitted by this Agreement in existence at the time of acquisition of such Subsidiary but not entered into in contemplation thereof, from guaranteeing the Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization, unless such consent, approval, license or authorization has been received, or for which the provision of a Guarantee would result in material adverse tax consequences to the Borrower or one of its subsidiaries as reasonably determined by the Borrower and agreed in writing by the Administrative Agent, (c) any other Subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (d) any not-for-profit Subsidiaries or captive insurance Subsidiaries, (e) any Unrestricted Subsidiaries, (f) any Securitization Subsidiary, (g) any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary of Holdings that is a CFC, (h) any direct or indirect Domestic Subsidiary of Holdings that is a FSHCO, (i) [reserved], (j) captive insurance Subsidiaries, (k) any Subsidiary that is not a Material Subsidiary and (l) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment that has assumed secured Indebtedness permitted under Section 7.03(g)(i) and not incurred in contemplation of such Permitted Acquisition or other Investment, in each case to the extent such secured Indebtedness prohibits such Subsidiary from becoming a Guarantor (so long as such prohibition is not incurred in contemplation of such Permitted Acquisition or other Investment). For the avoidance of doubt, the Borrower shall not constitute an Excluded Subsidiary.

  • Direct Foreign Subsidiary means a Subsidiary other than a Domestic Subsidiary a majority of whose Voting Securities, or a majority of whose Subsidiary Securities, are owned by the Borrower or a Domestic Subsidiary.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • Non-U.S. Subsidiary means any Subsidiary that is not a U.S. Subsidiary.

  • SBIC Subsidiary means any Subsidiary of the Borrower (or such Subsidiary’s general partner or manager entity) that is (x) either (i) a “small business investment company” licensed by the SBA (or that has applied for such a license and is actively pursuing the granting thereof by appropriate proceedings promptly instituted and diligently conducted) under the Small Business Investment Act of 1958, as amended, or (ii) any wholly-owned, direct or indirect, Subsidiary of an entity referred to in clause (x)(i) of this definition, and (y) designated in writing by the Borrower (as provided below) as an SBIC Subsidiary, so long as:

  • First Tier Foreign Subsidiary means a Foreign Subsidiary, the Equity Interests of which are directly owned by the Borrower or a Domestic Subsidiary that is not a Subsidiary of a Foreign Subsidiary.

  • Domestic Subsidiary means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • Controlled Subsidiary means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

  • Guarantor Subsidiary means each Guarantor other than Holdings.

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions.

  • Foreign Subsidiary Total Assets means the total assets of the Foreign Subsidiaries, as determined on a consolidated basis in accordance with GAAP in good faith by a Responsible Officer.

  • Pledged Subsidiary means each Subsidiary in respect of which the Administrative Agent has been granted a security interest in or a pledge of (a) any of the Capital Securities of such Subsidiary or (b) any intercompany notes of such Subsidiary owing to the Borrower or another Subsidiary.

  • IDI Subsidiary means any Issuer Subsidiary that is an insured depository institution.

  • Non-Restricted Subsidiary means any Subsidiary of the Company other than a Restricted Subsidiary.

  • U.S. Subsidiary means any Subsidiary that is incorporated or organized under the laws of the United States or a state thereof or the District of Columbia.

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

  • Foreign Restricted Subsidiary means any Restricted Subsidiary which is not organized under the laws of the United States of America or any State thereof or the District of Columbia.

  • Non-Guarantor Subsidiary means any Restricted Subsidiary that is not a Subsidiary Guarantor.

  • Foreign Subsidiary Holdco any Domestic Subsidiary that has no material assets other than the Capital Stock of one or more Foreign Subsidiaries, and other assets relating to an ownership interest in any such Capital Stock.

  • Wholly Owned Restricted Subsidiary is any Wholly Owned Subsidiary that is a Restricted Subsidiary.