SPE Entity definition

SPE Entity means Mezzanine Borrower and any other Person which is required by this Agreement to be, as long as the Loan is outstanding, a Single Purpose Entity.

SPE Entity means any entity directly or indirectly owned and Controlled by Licensor or Sony Pictures Entertainment Inc.

SPE Entity means the Mortgage Borrower, the Senior Mezzanine Borrowers, the Mezzanine Borrower and any Junior Mezzanine Borrower.

Examples of SPE Entity in a sentence

• Fail to be a Single-Purpose Entity or take or suffer any action or inaction the result of which would be to cause it or any SPE Entity to cease to be a Single-Purpose Entity.

• Each of the organizational documents of any SPE Entity shall contain single purpose entity provisions reasonably approved by Lender prior to the date hereof.

• Fail to be a Single Purpose Entity or take or suffer any action or inaction the result of which would be to cause it or any SPE Entity to cease to be a Single Purpose Entity.

• To the extent that either Borrower or any SPE Entity contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs.

• All material transactions between (or among) Borrower or each SPE Entity and any of their respective Affiliates shall be conducted on substantially the same terms (or on more favorable terms for Borrower or any SPE Entity, as applicable) as would be conducted with third parties.

More Definitions of SPE Entity

SPE Entity means Mezzanine Borrower, Mortgage Borrower, Prime Lessee and Operating Lessee which are each required to be a Single Purpose Entity.

SPE Entity. A Subsidiary of the Parent or Caplease formed solely for the purposes of owning real estate which is an Eligible Asset hereunder and 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 hereto or otherwise reasonably satisfactory to the Agent. Notwithstanding the foregoing, SPE Entities shall not be required to have independent directors, and "non-consolidation" opinions in connection with any SPE Entity shall only be required if requested by the Agent; and whenever any real estate asset is no longer an Eligible Asset hereunder, the Subsidiary that owns such asset shall no longer be considered an SPE Entity hereunder.

SPE Entity means each Transfer Restricted Party.

SPE Entity means a legal entity thats sole purpose to be conducted is to engage in the following activities: (i) to acquire, own, hold, lease, operate, manage, maintain, develop and improve, the Borrowing Base Property; (ii) to enter into and perform its obligations under the Loan Documents; (iii) to sell, transfer, service, convey, dispose of, pledge, assign, borrow money against, finance, refinance or otherwise deal with the Borrowing Base Property to the extent permitted under the Loan Documents; and (iv) to engage in any lawful act or activity and to exercise any powers permitted to under Applicable Law that are related or incidental to and necessary, convenient or advisable for the accomplishment of the above mentioned purposes. In the conduct of the SPE Entity’s operations, it has and will continue to observe the following covenants: (1) maintain books and records and bank accounts separate from those of any other Person; (2) maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets; (3) comply with all organizational formalities necessary to maintain its separate existence; (4) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (5) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person except that SPE Entity’s assets may be included in a consolidated financial statement of its Affiliate so long as appropriate notation is made on such consolidated financial statements to indicate the separateness of SPE Entity from such Affiliate and to indicate that SPE Entity’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (6) prepare and file its own tax returns separate from those of any Person to the extent required by Applicable Law, and pay any taxes required to be paid by Applicable Law; (7) allocate and charge fairly and reasonably any common employee or overhead shared with Affiliates; (8) not enter into any transaction with any Affiliate, except on an arm’s-length basis on terms which are intrinsically fair and no less favorable than would be available for unaffiliated third parties, and pursuant to written, enforceable agreements; (9) conduct business in its own name, and use separate stationery, invoices and checks bearing its own na...

SPE Entity means each of Borrower and TSP Owner.

SPE Entity means Borrower, Hotel Lessee and each SPE Constituent Entity, each of which is required by this Agreement to be, as long as any portion of the Loan is outstanding, a Single Purpose Entity.

SPE Entity means either the managing member or general partner, as the case may be, of any Individual Borrower and any Guarantor.