Special Purpose Subsidiary Funding Agreement definition

Special Purpose Subsidiary Funding Agreement means an agreement -------------------------------------------- between the Borrower and/or Triton PCS Operating Company, L.L.C. and each Special Purpose Subsidiary whereby (a) such Special Purpose Subsidiary agrees to provide to the Borrower the benefit of the use of such Special Purpose Subsidiary's assets, (b) the Borrower agrees to pay to such Special Purpose Subsidiary an amount equal to all liabilities of such Special Purpose Subsidiary less any amounts contributed by the Borrower to the equity of such Special Purpose Subsidiary to fund such liabilities, (c) the Borrower agrees to cause all Contractual Obligations of such Special Purpose Subsidiary to be performed and all Requirements of Law of such Special Purpose Subsidiary to be complied with and (d) the Borrower and such Special Purpose Subsidiary agree, for the benefit of the Administrative Agent and the Secured Parties, to the assignment by each of its rights thereunder to the Administrative Agent for the benefit of the Secured Parties.
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Special Purpose Subsidiary Funding Agreement an agreement between the Borrower and a Special Purpose Subsidiary whereby (a) such Special Purpose Subsidiary agrees to provide the Borrower the benefit of the use of such Special Purpose Subsidiary's assets and (b) the Borrower agrees to pay to such Special Purpose Subsidiary an amount equal to all liabilities of such Special Purpose Subsidiary less any amounts contributed by the Borrower to the equity of such Special Purpose Subsidiary to fund such liabilities and (c) the Borrower agrees to cause all Contractual Obligations of such Special Purpose Subsidiary to be performed and all Requirements of Law of such Special Purpose Subsidiary to be complied with.
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Special Purpose Subsidiary Funding Agreement means an agreement among the Parent, the Borrower and each License Subsidiary, in form and substance satisfactory to the Administrative Agent, pursuant to which (a) such License Subsidiary agrees to provide to the Borrower and the other Restricted Subsidiaries the benefit of the use of such License Subsidiary's assets, (b) the Parent and the Borrower jointly and severally agree to pay to such License Subsidiary an amount equal to all liabilities of such License Subsidiary as and when such liabilities become due and payable (less any amounts contributed at such time to the equity of such License Subsidiary to fund such liabilities), (c) the Parent and the Borrower agree to cause all contractual obligations of such License Subsidiary to be performed and all laws and regulations applicable to such License Subsidiary to be complied with and (d) the Parent, the Borrower and such License Subsidiary agree to the assignment by each of its rights thereunder to the Collateral Agent for the benefit of the Secured Parties.
Sample 1

Examples of Special Purpose Subsidiary Funding Agreement in a sentence

  • None of the License Subsidiaries has any obligations or liabilities other than (a) under the Guarantee Agreement and the Security Agreement, (b) under the Special Purpose Subsidiary Funding Agreement and (c) in respect of franchise and corporate taxes and administrative expenses incurred in the ordinary course in order for it to continue to maintain its existence.

  • Any Licenses owned by the Borrower or any of its Subsidiaries shall have been contributed to one or more License Subsidiaries and the Borrower shall have entered into Special Purpose Subsidiary Funding Agreement with each such License Subsidiary.

  • Amend, modify, waive or ------------------------------- terminate any provisions of the Sprint Agreements or the Special Purpose Subsidiary Funding Agreement in a manner which is in any significant respect adverse to the Borrower or the Lenders, without the consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed.

  • Amend, modify, waive or terminate any provisions of the Sprint Agreements or the Special Purpose Subsidiary Funding Agreement in a manner which is in any significant respect adverse to the Borrower or the Lenders, without the consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed.

  • Any Licenses owned by the Borrower or any of its ------------ Subsidiaries shall have been contributed to one or more License Subsidiaries and the Borrower shall have entered into Special Purpose Subsidiary Funding Agreement with each such License Subsidiary.

  • No License Subsidiary has any obligations or liabilities of any nature, including in connection with intercompany transactions, other than (i) under the Collateral Agreement, (ii) under its Special Purpose Subsidiary Funding Agreement, and (iii) franchise and corporate taxes incurred in the ordinary course in order for it to continue to maintain its existence.

  • None of the License Subsidiaries has any obligations or liabilities other than (a) under the Guarantee Agreement and the Security Agreement, (b) under the Special Purpose Subsidiary Funding Agreement and (c) franchise and corporate taxes incurred in the ordinary course in order for it to continue to maintain its existence.


More Definitions of Special Purpose Subsidiary Funding Agreement

Special Purpose Subsidiary Funding Agreement means an agreement between the Borrower and/or Triton PCS Operating Company, L.L.C. ("Operating Company") and each Special Purpose Subsidiary, in the form of Exhibit G, whereby (a) such Special Purpose Subsidiary agrees to provide to the Borrower or Operating Company the benefit of the use of such Special Purpose Subsidiary's assets, (b) the Borrower or Operating Company agrees to pay to such Special Purpose Subsidiary an amount equal to all liabilities of such Special Purpose Subsidiary less any amounts contributed by the Borrower or Operating Company to the equity of such Special Purpose Subsidiary to fund such liabilities, (c) the Borrower or Operating Company agrees to cause all Contractual Obligations of such Special Purpose Subsidiary to be performed and all Requirements of Law of such Special Purpose Subsidiary to be complied with and (d) the Borrower or Operating Company and such Special Purpose Subsidiary agree, for the benefit of the Administrative Agent and the Secured Parties, to the assignment by each of its rights thereunder to the Administrative Agent for the benefit of the Secured Parties.
Sample 1
Special Purpose Subsidiary Funding Agreement means an agreement among the Borrower and each License Subsidiary, in form and substance satisfactory to the Administrative Agent, pursuant to which (a) such License Subsidiary agrees to provide to the Borrower and the other Subsidiaries the benefit of the use of such License Subsidiary’s assets, (b) the Borrower agrees to pay to such License Subsidiary an amount equal to all liabilities of such License Subsidiary on or before they become due and payable pursuant to contributions at such time to the common equity of such License Subsidiary to fund such liabilities, (c) the Borrower agrees to cause all contractual obligations of such License Subsidiary to be performed and all laws and regulations applicable to such License Subsidiary to be complied with, (d) the Borrower agrees that all payments made pursuant to such agreement for or on behalf of the License Subsidiary will not give rise to or provide the basis for any payment or other monetary obligation or liability of the License Subsidiary to or in favor of the Borrower or any Subsidiary, and (e) the Borrower and such License Subsidiary agree to the assignment by each of its rights thereunder to the Collateral Agent pursuant to the Collateral Agreement.
Sample 1
Special Purpose Subsidiary Funding Agreement means an agreement among CCI, the Borrower and each License Subsidiary, in form and substance satisfactory to the Administrative Agent, pursuant to which (a) such License Subsidiary agrees to provide to the Borrower and the other Restricted Subsidiaries the benefit of the use of such License Subsidiary's assets, (b) CCI and the Borrower jointly and severally agree to pay to such License Subsidiary an amount equal to all liabilities of such License Subsidiary as and when such liabilities become due and payable (less any amounts contributed at such time to the equity of such License Subsidiary to fund such liabilities), (c) CCI and the Borrower agree to cause all contractual obligations of such License Subsidiary to be performed and all laws and regulations applicable to such License Subsidiary to be complied with and (d) CCI, the Borrower and such License Subsidiary agree to the assignment by each of its rights thereunder to the Collateral Agent for the benefit of the Secured Parties.
Sample 1
Special Purpose Subsidiary Funding Agreement means an agreement between the GA PCS and GA PCS Leasing whereby (a) GA PCS Leasing agrees to provide to GA PCS the benefit of the use of GA PCS Leasing's assets, (b) GA PCS agrees to pay to GA PCS Leasing an amount equal to all liabilities of GA PCS Leasing less any amounts contributed by GA PCS to the equity of GA PCS Leasing to fund such liabilities, (c) GA PCS agrees to cause all contractual obligations of GA PCS Leasing to be performed and all requirements of Applicable Law of GA PCS Leasing to be complied with and (d) GA PCS and GA PCS Leasing agree, for the benefit of the Administrative Agent and Lenders, to the assignment by each of its rights thereunder to the Administrative Agent for the benefit of Lenders.
Sample 1

Related to Special Purpose Subsidiary Funding Agreement

  • 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.

  • Special Purpose Securitization Subsidiary means (i) a direct or indirect Subsidiary of the Borrower established in connection with a Permitted Securitization Financing for the acquisition of Securitization Assets or interests therein, and which is organized in a manner (as determined by the Borrower in good faith) intended to reduce the likelihood that it would be substantively consolidated with Holdings (prior to a Qualified IPO), the Borrower or any of the Subsidiaries (other than Special Purpose Securitization Subsidiaries) in the event Holdings (prior to a Qualified IPO), the Borrower or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency law) and (ii) any subsidiary of a Special Purpose Securitization Subsidiary.

  • Special Purpose Financing means any financing or refinancing of assets consisting of or including Receivables of the Company or any Restricted Subsidiary that have been transferred to a Special Purpose Entity or made subject to a Lien in a Financing Disposition.

  • Special Purpose Receivables Subsidiary means a direct or indirect Subsidiary of the Borrower established in connection with a Permitted Receivables Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner intended to reduce the likelihood that it would be substantively consolidated with the Borrower or any of the Subsidiaries (other than Special Purpose Receivables Subsidiaries) in the event the Borrower or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency law).

  • Special Purpose Financing Fees means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Special Purpose Financing.

  • Special Purpose Financing Undertakings representations, warranties, covenants, indemnities, guarantees of performance and (subject to clause (y) of the proviso below) other agreements and undertakings entered into or provided by the Borrower or any of its Restricted Subsidiaries that the Borrower determines in good faith (which determination shall be conclusive) are customary or otherwise necessary or advisable in connection with a Special Purpose Financing or a Financing Disposition; provided that (x) it is understood that Special Purpose Financing Undertakings may consist of or include (i) reimbursement and other obligations in respect of notes, letters of credit, surety bonds and similar instruments provided for credit enhancement purposes, (ii) Hedging Obligations or other obligations relating to Interest Rate Agreements, Currency Agreements or Commodities Agreements entered into by the Borrower or any Restricted Subsidiary, in respect of any Special Purpose Financing or Financing Disposition, or (iii) any Guarantee in respect of customary recourse obligations (as determined in good faith by the Borrower, which determination shall be conclusive) in connection with any Special Purpose Financing or Financing Disposition, including in respect of Liabilities in the event of any involuntary case commenced with the collusion of any Special Purpose Subsidiary or any Affiliate thereof, or any voluntary case commenced by any Special Purpose Subsidiary, under any applicable bankruptcy law, and (y) subject to the preceding clause (x), any such other agreements and undertakings shall not include any Guarantee of Indebtedness of a Special Purpose Subsidiary by the Borrower or a Restricted Subsidiary that is not a Special Purpose Subsidiary.

  • Special Purpose Investment Personnel means each SEI Access Person who, in connection with his or her regular functions (including, where appropriate, attendance at Board meetings and other meetings at which the official business of a Trust or any Fund thereof is discussed or carried on), obtains contemporaneous information regarding the purchase or sale of a Security by a Fund. Special Purpose Investment Personnel shall occupy this status only with respect to those Securities as to which he or she obtains such contemporaneous information.

  • 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.

  • 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.

  • Qualified Securitization Financing means any Securitization Financing of a Securitization Subsidiary that meets the following conditions: (i) the Board of Directors of the Borrower shall have determined in good faith that such Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Borrower and the Securitization Subsidiary, (ii) all sales of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value (as determined in good faith by the Borrower) and (iii) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Borrower) and may include Standard Securitization Undertakings. The grant of a security interest in any Securitization Assets of the Borrower or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness hereunder and under any other Credit Agreement or any permitted additional Indebtedness with Pari Passu Lien Priority and any Refinancing Indebtedness with respect thereto shall not be deemed a Qualified Securitization Financing.

  • 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.

  • Permitted Securitization Financing means one or more transactions pursuant to which (i) Securitization Assets or interests therein are sold or transferred to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance (or refinance) their acquisition of such Securitization Assets or interests therein, or the financing thereof, by selling or borrowing against Securitization Assets (including conduit and warehouse financings) and any Hedging Agreements entered into in connection with such Securitization Assets; provided, that recourse to the Borrower or any Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Borrower in good faith) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Borrower or any Subsidiary (other than a Special Purpose Securitization Subsidiary).

  • Securitization Financing means any transaction or series of transactions that may be entered into by the Borrower or any of its Subsidiaries pursuant to which the Borrower or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a transfer by the Borrower or any of its Subsidiaries) or (b) any other Person (in the case of a transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization Assets of the Borrower or any of its Subsidiaries, and any assets related thereto, including all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization Assets.

  • Permitted Joint Venture Investment means, with respect to any specified Person, Investments in any other Person engaged in a Permitted Business of which at least 40% of the outstanding Capital Stock of such other Person is at the time owned directly or indirectly by the specified Person.

  • Permitted Receivables Financing means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which it sells, conveys or contributes to capital or otherwise transfers (which sale, conveyance, contribution to capital or transfer may include or be supported by the grant of a security interest in) Receivables or interests therein and all collateral securing such Receivables, all contracts and contract rights, purchase orders, security interests, financing statements or other documentation in respect of such Receivables, any guarantees, indemnities, warranties or other obligations in respect of such Receivables, any other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving receivables similar to such Receivables and any collections or proceeds of any of the foregoing (collectively, the “Related Assets”), all of which such sales, conveyances, contributions to capital or transfers shall be made by the transferor for fair value as reasonably determined by the Borrower (calculated in a manner typical for such transactions including a fair market discount from the face value of such Receivables) (a) to a trust, partnership, corporation or other Person (other than the Borrower or any Subsidiary other than any Receivables Financing Subsidiary), which transfer is funded in whole or in part, directly or indirectly, by the incurrence or issuance by the transferee or any successor transferee of Indebtedness, fractional undivided interests or other securities that are to receive payments from, or that represent interests in, the cash flow derived from such Receivables and Related Assets or interests in such Receivables and Related Assets, or (b) directly to one or more investors or other purchasers (other than the Borrower or any Subsidiary), it being understood that a Permitted Receivables Financing may involve (i) one or more sequential transfers or pledges of the same Receivables and Related Assets, or interests therein (such as a sale, conveyance or other transfer to any Receivables Financing Subsidiary followed by a pledge of the transferred Receivables and Related Assets to secure Indebtedness incurred by the Receivables Financing Subsidiary), and all such transfers, pledges and Indebtedness incurrences shall be part of and constitute a single Permitted Receivables Financing, and (ii) periodic transfers or pledges of Receivables and/or revolving transactions in which new Receivables and Related Assets, or interests therein, are transferred or pledged upon collection of previously transferred or pledged Receivables and Related Assets, or interests therein, provided that any such transactions shall provide for recourse to such Subsidiary (other than any Receivables Financing Subsidiary) or the Borrower (as applicable) only in respect of the cash flows in respect of such Receivables and Related Assets and to the extent of breaches of representations and warranties relating to the Receivables, dilution of the Receivables, customary indemnities and other customary securitization undertakings in the jurisdiction relevant to such transactions.

  • Receivables Financing means any transaction or series of transactions that may be entered into by the Issuer or any of its Subsidiaries pursuant to which the Issuer or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by the Issuer or any of its Subsidiaries); and (b) any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Issuer or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by the Issuer or any such Subsidiary in connection with such accounts receivable.

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.

  • Foreign Subsidiary Holdco means any Restricted Subsidiary which is organized under the laws of the United States (as defined for purposes of Section 956 of the Code) that has no material assets other than the Capital Stock and, if any, Indebtedness of (1) one or more Foreign Subsidiaries that are “controlled foreign corporations” as defined by Section 957 of the Code or (2) any other Foreign Subsidiary Holdco.

  • Qualified Receivables Financing means any Receivables Financing of a Receivables Subsidiary that meets the following conditions:

  • Securitization Indebtedness means (1) Indebtedness of the Issuer or any of its Restricted Subsidiaries incurred pursuant to on-balance sheet Securitizations treated as financings and (2) any Indebtedness consisting of advances made to the Issuer or any of its Restricted Subsidiaries based upon securities issued by a Securitization Entity pursuant to a Securitization and acquired or retained by the Issuer or any of its Restricted Subsidiaries.

  • Securitization Repurchase Obligation means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a Standard Securitization Undertaking, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

  • Securitization Transaction means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person.