SPV Entity definition

SPV Entity has the meaning specified in the preamble to this Agreement.

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SPV Entity means (i) GWG DLP Funding III, LLC (a Delaware limited liability company and wholly owned Subsidiary of the Guarantor); (ii) GWG DLP Funding IV, LLC (a Delaware limited liability company and wholly owned Subsidiary of the Guarantor); and (iii) any other direct or indirect Subsidiary of the Company or the Guarantor now existing or hereafter created whose limited purpose is to purchase and/or own Life Insurance Policies.

SPV Entity means any entity that meets (and only for so long that it meets) the following requirements: (i) it is a direct or indirect Subsidiary of the Borrower and (ii) it is a special purpose, bankruptcy remote vehicle that does not engage in any business except that it borrows or incurs other Indebtedness or issues securities in, or exists solely to facilitate, one or more SPV Transactions (other than the Residual Financing Facility or similar financing of residuals); provided that the definition of “SPV Entity” shall not include any Subsidiary which, after the Closing Date, pledges or finances the residual interests of an SPV Transaction or any transaction related thereto.

Examples of SPV Entity in a sentence

• No SPV Entity will: (i) engage in any business other than the transactions contemplated by the Transaction Documents, (ii) create, incur or permit to exist any Debt of any kind (or cause or permit to be issued for its account any letters of credit or bankers’ acceptances) other than pursuant to this Agreement or the Subordinated Loans or (iii) form any Subsidiary.

• The parties have entered into this Agreement with the intention that the Investments and the obligations of any SPV Entity hereunder will be treated under United States federal, and applicable state, local and foreign tax law as debt (the “Intended Tax Treatment”).

• Promptly upon completion and in no event later than 90 days after the close of each fiscal year of each SPV Entity, annual unaudited financial statements of such SPV Entity certified by a Financial Officer of such SPV Entity that they fairly present in all material respects, in accordance with GAAP, the financial condition of such SPV Entity as of the date indicated and the results of its operations for the periods indicated.

• No SPV Entity shall deliver any Transaction Information to any Rating Agency without providing such Transaction Information to the applicable Group Agent prior to such delivery, nor permit any of its Affiliate to do so on its behalf.

• Except to the extent required by Applicable Law (in which case such SPV Entity shall give prompt written notice thereof to the Administrative Agent and each Group Agent), such SPV Entity will not make any change to the Credit and Collection Policy that would reasonably be expected to have a Material Adverse Effect without the prior written consent of the Administrative Agent and the Majority Group Agents.

More Definitions of SPV Entity

SPV Entity means any entity that (i) is formed for the specific purpose of acquiring shares of the Company’s capital stock and/or (ii) has assets, a majority of which (by value) consist of shares of the Company’s capital stock as of immediately following such entity’s acquisition of shares of the Company’s capital stock.

SPV Entity means each of ZP SPV 3 K/S, ZP General Partner 3 ApS, ZP Holding SPV K/S, ZP General Partner 1 ApS, ZP SPV 1 K/S and ZP General Partner 2 ApS.

SPV Entity means any entity that meets (and only for so long that it meets) the following requirements: (i) it is a direct or indirect Subsidiary of the Borrower and (ii) it is a special purpose, bankruptcy remote vehicle that does not engage in any business except that it borrows, funds or incurs other Indebtedness or issues securities in, or exists primarily to facilitate, one or more SPV Transactions. As of the Closing Date, Prosper Warehouse I Trust, Prosper Warehouse II Trust and Prosper Depositor LLC are SPV Entities.

SPV Entity means each Miami SPV, each Los Angeles SPV, each Soho Works SPV and each Scorpios SPV and any Restricted Subsidiary (1) whose sole business is the ownership of, or the operation of (directly or indirectly), or both the ownership and operation of (directly or indirectly), the relevant SPV Property; and (2) that is not a Guarantor. Notwithstanding the foregoing, any SPV Entity may be designated as an Unrestricted Subsidiary in accordance with the definition thereof. |EU-DOCS\34803319.2||

SPV Entity means any entity that meets (and only for so long that it meets) the following requirements: (i) it is a direct or indirect Subsidiary of the Borrower and (ii) it is a special purpose, bankruptcy remote vehicle that does not engage in any business except that it borrows or incurs other Indebtedness or issues securities in, or exists solely to facilitate, one or more SPV Transactions (other than any financing of residuals); provided that the definition of “SPV Entity” shall not include any Subsidiary which, after the Effective Date, pledges or finances the residual interests of an SPV Transaction or any transaction related thereto.

SPV Entity means a special purpose entity that is established to hold a particular RFR Asset or group of RFR Assets.

SPV Entity. (i) with respect to the AR Facility Agreement, Liquid Labs SPV, LLC, a Delaware limited liability company, or an SPV Entity that owns 100% of the Capital Stock in the SPV Entity party to such SPV Account Financing and (ii) with respect to any other SPV Account Financing permitted hereunder, any securitization trust or special/single purpose company which is a Subsidiary or Affiliate of the Borrower and formed for the sole purpose of entering into, and engages in no other activities other than in connection with, an SPV Account Financing, and which is designated by the board of directors of the Borrower as an SPV Entity; provided that (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of any SPV Entity (1) is guaranteed by the Borrower or any other Subsidiary of the Borrower, other than another SPV Entity or pursuant to Standard Securitization Undertakings, (2) is recourse to or obligates the Borrower or any other Subsidiary of the Borrower, other than another SPV Entity, in any way other than pursuant to Standard Securitization Undertakings or (3) subjects any property or asset of the Borrower or any other Subsidiary of the Borrower, other than another SPV Entity, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) none of the Borrower nor any other Subsidiary of the Borrower, other than another SPV Entity, has any material contract, agreement, arrangement or understanding with any such SPV Entity other than on terms which the Borrower reasonably believes to be no less favorable to the Borrower or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Borrower and (c) none of the Borrower nor any other Subsidiary of the Borrower, other than another SPV Entity, has any obligation to maintain or preserve such SPV Entity’s financial condition or cause such SPV Entity to achieve certain levels of operating results. Any such designation by the board of directors of the Borrower shall be evidenced to the Administrative Agent by delivery to the Administrative Agent of a certified copy of the resolution of the board of directors of the Borrower giving effect to such designation and a certificate executed by a Responsible Officer certifying that such designation complied with the foregoing conditions.