Specified JV definition

Specified JV means (i) the entities listed on Schedule 1.01 and (ii) each additional Person specified by the Borrower by written notice to the Administrative Agent certifying that (A) Borrower and its Subsidiaries own not more than 65% of the outstanding equity interests in such Person and (B) such Person is a corporation, limited liability company or other entity as to which under applicable law the owners of equity interests are not liable solely by reason of their ownership of such equity interests for the liabilities and obligations of such entity.
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Specified JV any Person that may be formed in which the Borrower owns less than 100% of the equity of such Person and which would otherwise fall within the definition of “Subsidiary” under this Agreement where the principal purpose of such Person is to produce, create, acquire, distribute, sell, license or otherwise exploit sports and entertainment assets and related rights and property in foreign countries and which is designated as such by written notice from the Borrower to the Administrative Agent.
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Specified JV has the meaning specified in Schedule 1.01(b).
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Examples of Specified JV in a sentence

  • One contributor to the lasting impact is the usage of open standards and seamless interoperability between the different iterations of the AMASS Platform and external tools.

  • If the Anchor Members desire to cause a Specified JV to acquire such Wind-Down Buyout Loan, then the Anchor Members shall have the initial right (but not the obligation), subject to the terms of the governance documents for such Specified JV, to cause such Specified JV to acquire such Wind-Down Buyout Loan at a price equal to the Unitranche Loan Fair Market Value thereof in accordance with the terms of this Section 3.7(c).

  • If the projections include the simulation of interest rates (other than for discounting surplus strain) as well as equity returns, the processes may be independent provided that the actuary can demonstrate that this assumption (i.e., zero correlation) does not materially underestimate the resulting capital.

  • If the Anchor Members do not cause a Specified JV to acquire such Wind-Down Buyout Loan in accordance with clause a.

  • The Company shall not permit any Specified JV Holdco to engage in any business activities or have any assets or liabilities other than (a) its ownership and acquisition of Equity Interests in the applicable joint venture (or any other entity holding an ownership interest in such joint venture), together with activities directly related thereto, (b) actions required by law to maintain its existence and (c) activities incidental to its maintenance and continuance and to the foregoing activities.

  • For the avoidance of doubt, transactions related to the formation of the Network Entities, transactions related to the formation of the Special Film Entities, the Real Property SPE and the Specified JVs and transactions between the Borrower and its Subsidiaries, on the one hand, and any Network Entity that is not a Subsidiary or any Special Film Entity or the Real Estate SPE or any Specified JV, on the other hand, shall not be deemed to be outside of the ordinary course of business.

  • In addition, for purposes of determining if actions are permitted under this Agreement if such actions are premised on compliance with certain specified financial statement ratios or tests, such determinations shall be made taking into account the elimination for accounting purposes of each Special Film Entity, each Specified JV and the Real Property SPE.

  • Upon receipt of any such notice, each Anchor Member may, by notice to the Company and each other Anchor Member delivered not more than fifteen (15) Business Days after the Unitranche Loan Fair Market Value of all Wind-Down Buyout Loans is determined pursuant to this Section 3.7, elect to participate (or to cause a Specified JV to participate) in any such acquisition subject to the terms of this Section 3.7(c).

  • Any such acquisition may be made by the applicable Anchor Member, any Affiliate (or, in the case of the HPS Member, any fund or other investment vehicle or account managed or advised by the HPS Member, HPSIP or any Affiliate thereof) thereof designated by such Anchor Member or a Specified JV Member, as applicable, and shall be consummated not more than thirty (30) Business Days after the Unitranche Loan Fair Market Value of all Wind-Down Buyout Loans is determined pursuant to this Section 3.7.


More Definitions of Specified JV

Specified JV that certain Person, as identified to the Agent in writing by the Borrower on or immediately prior to the Closing Date, in which the Borrower holds a minority interest.
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Specified JV means Xxxxxxxx, a Colombian joint venture.
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Specified JV a special purpose entity (a) established as a joint venture for the purpose of making or investing in a portfolio of loans and (b) which is jointly sponsored by (i) HPSIP or an Affiliate thereof and (y) the Capital One entity specified in Annex I or an Affiliate thereof.
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Related to Specified JV

  • Specified Transaction will have the meaning specified in Section 14 of this Agreement.

  • Specified Transactions means (a) any Specified Disposition, (b) any Permitted Acquisition and (c) the Transactions.

  • Specified Jurisdiction means with respect to Party A

  • Specified Acquisition means one or more acquisitions of assets, Equity Interests, entities, operating lines or divisions in any fiscal quarter for an aggregate purchase price of not less than $50,000,000.

  • Qualified Transaction means a qualified

  • Specified Equity Contribution has the meaning specified in Section 8.04.

  • Restricted Junior Payment means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of capital stock of Seller now or hereafter outstanding, except a dividend payable solely in shares of that class of stock or in any junior class of stock of Seller, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of capital stock of Seller now or hereafter outstanding, (iii) any payment or prepayment of principal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to the Subordinated Loans (as defined in the Receivables Sale Agreement), (iv) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of capital stock of Seller now or hereafter outstanding, and (v) any payment of management fees by Seller (except for reasonable management fees to the Originator or its Affiliates in reimbursement of actual management services performed).

  • Specified Amount of a Component Currency shall mean the number of units of such Component Currency or fractions thereof which were represented in the relevant currency unit, including, but not limited to, the Euro, on the Conversion Date. If after the Conversion Date the official unit of any Component Currency is altered by way of combination or subdivision, the Specified Amount of such Component Currency shall be divided or multiplied in the same proportion. If after the Conversion Date two or more Component Currencies are consolidated into a single currency, the respective Specified Amounts of such Component Currencies shall be replaced by an amount in such single Currency equal to the sum of the respective Specified Amounts of such consolidated Component Currencies expressed in such single Currency, and such amount shall thereafter be a Specified Amount and such single Currency shall thereafter be a Component Currency. If after the Conversion Date any Component Currency shall be divided into two or more currencies, the Specified Amount of such Component Currency shall be replaced by amounts of such two or more currencies, having an aggregate Dollar Equivalent value at the Market Exchange Rate on the date of such replacement equal to the Dollar Equivalent value of the Specified Amount of such former Component Currency at the Market Exchange Rate immediately before such division and such amounts shall thereafter be Specified Amounts and such currencies shall thereafter be Component Currencies. If, after the Conversion Date of the relevant currency unit, including, but not limited to, the Euro, a Conversion Event (other than any event referred to above in this definition of “Specified Amount”) occurs with respect to any Component Currency of such currency unit and is continuing on the applicable Valuation Date, the Specified Amount of such Component Currency shall, for purposes of calculating the Dollar Equivalent of the Currency Unit, be converted into Dollars at the Market Exchange Rate in effect on the Conversion Date of such Component Currency.

  • Permitted Acquisition means any acquisition by Borrower or any of its wholly owned Subsidiaries, whether by purchase, merger, amalgamation or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, or a product or a product candidate of, any Person; provided that:

  • Specified Indebtedness means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.

  • Specified Asset Sale has the meaning specified in Section 2.05(b)(vi).

  • Specified US Person means (i) a US citizen or resident individual, (ii) a partnership or

  • Specified Loan Party means any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 10.11).

  • Specified Swap Agreement any Swap Agreement entered into by the Borrower and any Qualified Counterparty (or any Person who was a Qualified Counterparty as of the Closing Date or as of the date such Swap Agreement was entered into) in respect of interest rates to the extent permitted under Section 7.13.