SPV Subsidiary definition

SPV Subsidiary means any bankruptcy remote, special purpose, Wholly Owned Subsidiary of the Borrower; provided, however, there shall not be more than two (2) SPV Subsidiaries at any one time.

SPV Subsidiary means a Subsidiary of the Borrower substantially all of whose assets consist of its general partnership interest or equity interest in a joint venture.

SPV Subsidiary means Viracta Royalty Fund, LLC, a newly-formed special purpose vehicle, organized in the State of Delaware as a limited liability company and 100% wholly-owned subsidiary of Seller. The governing documents of the SPV Subsidiary shall include a limited liability company agreement substantially in the form of Exhibit G hereto (the “SPV LLC Agreement”).

Examples of SPV Subsidiary in a sentence

• Payment of the Obligations shall at all times be guarantied by each of the Restricted Subsidiaries (other than the Insurance Subsidiary or any SPV Subsidiary) pursuant to the Subsidiary Guaranty Agreement.

• No procedures believed by the Borrower to be adverse to the interests of the Administrative Agent and the Lenders were utilized by the Borrower in identifying and/or selecting the Portfolio Investments that are part of the Eligible Investments and are included in the Borrowing Base or in determining which assets to transfer to an SPV Subsidiary.

• The Obligations shall be secured by valid and perfected first priority Liens on Property of the Borrower and each Restricted Subsidiary (other than (x) the Insurance Subsidiary or (y) (i) any Property of any SPV Subsidiary or (ii) any capital stock or equity interests of any SPV Subsidiary) described in, and pursuant to the terms of, the Company Security Agreement and the Subsidiary Security Agreement in favor of the Collateral Agent for the benefit of the Administrative Agent and the Lenders.

• Each of the Loan Parties and their respective Subsidiaries has title or the contractual right to possess its properties sufficient for the conduct of its business and none of such properties is subject to any Lien except as permitted in Section 5.14 and except for Liens on the properties or Capital Securities of any SPV Subsidiary.

• The issued shares of Capital Securities of each of the Loan Party’s respective Subsidiaries are owned by the Loan Parties free and clear of any lien or adverse claim other than Liens granted pursuant to the Collateral Documents and Liens with respect to the Capital Securities of any SPV Subsidiary.

More Definitions of SPV Subsidiary

SPV Subsidiary a direct or indirect special purpose, bankruptcy remote securitization vehicle Subsidiary of the Borrower: (1) established in connection with, or otherwise designated as a party to, a Permitted Secured Financing, (2) is organized in a manner intended to reduce the likelihood that it would be substantively consolidated with the Borrower or any of the Subsidiaries in the event the Borrower or any such Subsidiary becomes subject to an Insolvency Proceeding, (3) that does not engage in, and whose charter prohibits it from engaging in, any activities other than Permitted Secured Financings and any activity necessary, incidental or related thereto, (4) other than with respect to any Limited Guaranty, no portion of the Indebtedness or any other obligation, contingent or otherwise, of which (A) is guaranteed by the Borrower or any other Group Member, (B) is recourse to or obligates the Borrower or any other Group Member in any way, or (C) subjects any property or asset of the Borrower or any other Group Member, directly or indirectly, contingently or otherwise, to the satisfaction thereof, (5) with respect to which neither the Borrower nor any other Group Member (other than a SPV Subsidiary) has any obligation to maintain or preserve its financial condition or cause it to achieve certain levels of operating results, other than, in respect of clause (4) and (5), pursuant to (x) a Limited Guaranty and (y) services performed or to be performed by the Borrower or any other Group Member in the ordinary course of business with respect to such Permitted Secured Financing and the related Financing Assets and (6) such Subsidiary’s only material assets are the Financing Assets being financed pursuant to such Permitted Secured Financings.

SPV Subsidiary has the meaning assigned to such term in Section 4.17(a).

SPV Subsidiary means any Subsidiary of the Issuer that is (i) a borrower of any Permitted Priority Debt or any borrower and/or tenant (howsoever defined) of any SLB Debt and (ii) a special purpose Subsidiary whose sole assets are the assets securing, or subject to, such Permitted Priority Debt or SLB Debt, as applicable, and immaterial incidental assets related thereto.

SPV Subsidiary is hereby added to Section 1.01 of the Credit Agreement in proper alphabetical order as follows:

SPV Subsidiary means (i) each direct or indirect Subsidiary of the Company which is organized and conducts its business in a manner such that the Company reasonably believes such Subsidiary would not be substantively consolidated with the Company or any other Subsidiary of the Company (other than another SPV Subsidiary) in the event the Company or any

SPV Subsidiary a direct or indirect special purpose, bankruptcy remote securitization vehicle Subsidiary of the Borrower: (1) established in connection with, or otherwise designated as a party to, a Permitted Secured Financing, (2) is organized in a manner intended to reduce the likelihood that it would be substantively consolidated with the Borrower or any of the Subsidiaries in the event the Borrower or any such Subsidiary becomes subject to an Insolvency Proceeding, (3) that does not engage in, and whose charter prohibits it from engaging in, any activities other than Permitted Secured Financings and any activity necessary, incidental or related thereto, (4) other than with respect to any Limited Guaranty, no

SPV Subsidiary means an Existing SPV Subsidiary and any other wholly-owned Subsidiary of Itron that is a special purpose vehicle created for the sole purpose of performing one or more Outsourcing Contracts.