SPE Affiliate definition

SPE Affiliate is defined in Section 9.03.
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SPE Affiliate means with respect to any Person, any other person that, directly or indirectly, controls, is under common control with, or is controlled by that Person. For purposes of this definition, “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct and cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
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SPE Affiliate means a single purpose entity that is a Subsidiary of the Parent or the Borrower formed solely for the purposes of owning real estate other than the Acquired Properties or financing other real estate assets through a collateralized debt obligation which Subsidiary shall have such corporate and capital structure, and have governing documents having such terms and restrictions, as shall be consistent with bankruptcy-remote “special-purpose entities” in the form of Exhibit C attached to the Wachovia Acquisition Facility or otherwise reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, (a) no Subsidiary that owns an Acquired Property shall be an SPE Affiliate and (b) SPE Affiliates shall not be required to have independent directors, and “non-consolidation” opinions.
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Examples of SPE Affiliate in a sentence

  • Buyer, in its sole discretion, may designate that the Buyer SPE Affiliates take title to any of the Project Assets to be acquired hereunder without further consent from Sellers, provided that each Buyer SPE Affiliate shall acknowledge in writing the disclaimer and release set forth in Section 7.1.1 upon or prior to taking title thereto.

  • On the other hand, a claim by Marvel against any SPE Affiliate for copyright infringement with respect to Captain America would not constitute a Subject Claim if, as of the date of the applicable claim, Marvel had never entered into any agreement or business relationship with any SPE Affiliate with respect to Captain America.

Related to SPE Affiliate

  • Corporate Affiliate means any parent or subsidiary corporation of the Corporation (as determined in accordance with Code Section 424), whether now existing or subsequently established.

  • Controlling Affiliate means an Affiliate that directly or indirectly Controls the Hotel and/or Controls the entity that Controls the Hotel.

  • Controlled Affiliate means any Affiliate of the specified Person that is, directly or indirectly, Controlled by the specified Person.

  • Close Affiliate means the Advisers, the Regulated Funds, the Affiliated Funds and any other person described in Section 57(b) (after giving effect to Rule 57b-1) in respect of any Regulated Fund (treating any registered investment company or series thereof as a BDC for this purpose) except for limited partners included solely by reason of the reference in Section 57(b) to Section 2(a)(3)(D).

  • Affiliated Party means, with respect to any Purchaser, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such Purchaser, including, without limitation, any general partner, officer or director of such Purchaser and any venture capital fund now or hereafter existing which is controlled by one or more general partners of, or shares the same management company as, such Purchaser.

  • Restricted Entity means any "employee benefit plan" as defined in and subject to ERISA, any "plan" as defined in and subject to Section 4975 of the Code, or any entity any portion or all of the assets of which are deemed pursuant to United States Department of Labor Regulation Section 2510.3-101 or otherwise pursuant to ERISA or the Code to be, for any purpose of ERISA or Section 4975 of the Code, assets of any such "employee benefit plan" or "plan" that invests in such entity.

  • Affiliated Entity means any entity controlling, controlled by, or under common control with an Insured.

  • Originating Affiliate means an Affiliate of AmeriCredit that has originated Receivables and assigned its full interest therein to AmeriCredit.

  • BHC Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).

  • Affiliate means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

  • Non-Affiliate means, for any specified Person, any other Person that is not an Affiliate of the specified Person.

  • Downstream Affiliate means an entity whose outstanding Voting Shares were, at the date of issuance of the Qualifying Guarantee, more than 50 per cent. owned, directly or indirectly, by the Reference Entity.

  • BNY Affiliate means any office, branch or subsidiary of The Bank of New York Company, Inc.

  • Screened Affiliate means any Affiliate of a Holder (i) that makes investment decisions independently from such Holder and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder and any other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Company or its Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other Affiliate of such Holder that is acting in concert with such Holder in connection with its investment in the Notes, and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such Holder that is acting in concert with such Holders in connection with its investment in the Notes.

  • Permitted Entity means with respect to a Qualified Stockholder (a) a Permitted Trust (as defined below) solely for the benefit of (i) such Qualified Stockholder, (ii) one or more Family Members of such Qualified Stockholder and/or (iii) any other Permitted Entity of such Qualified Stockholder, or (b) any general partnership, limited partnership, limited liability company, corporation or other entity exclusively owned by (i) such Qualified Stockholder, (ii) one or more Family Members of such Qualified Stockholder and/or (iii) any other Permitted Entity of such Qualified Stockholder.

  • Controlled Affiliates means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, has Majority Control of or is Majority Controlled by or is under common Majority Control with the Person specified.

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • 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.

  • Excluded Entity means a corporation or other entity of which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be cast by all of such corporation’s or other entity’s voting securities outstanding immediately after such transaction.

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

  • Affiliated Entities means any legal entity, including any corporation, limited liability company, partnership, not-for-profit corporation, estate planning vehicle or trust, which is directly or indirectly owned or controlled by the Stockholder or his or her descendants or spouse, of which such Stockholder or his or her descendants or spouse are beneficial owners, or which is under joint control or ownership with any other person or entity subject to a lock-up agreement regarding the Common Stock with terms substantially identical to this Agreement.

  • affiliated person promoter" and "principal underwriter" as used in the preceding sentence shall have the meanings assigned to each such term in the Investment Company Act of 1940, as amended.

  • Affiliated business entity relationship means a relationship, other than a parent- subsidiary relationship, that exists when

  • 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.

  • Covered Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

  • Plan Affiliate means, with respect to any Person, any employee benefit plan or arrangement sponsored by, maintained by or contributed to by such Person, and with respect to any employee benefit plan or arrangement, any Person sponsoring, maintaining or contributing to such plan or arrangement.