Subsidiary Transferee definition

Subsidiary Transferee shall have the meaning assigned to such term in the Mortgage Loan Agreement.
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Subsidiary Transferee shall have the meaning set forth in Section 1.1, and is more particularly described in Part I of Appendix C of the Agreement.
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Subsidiary Transferee shall have the meaning set forth in Section 2.5.1(f) hereof.
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Examples of Subsidiary Transferee in a sentence

  • Each of Purchaser and Subsidiary Transferee, if applicable, has the legal capacity and power to enter into and perform its obligations under this Agreement and has been duly authorized, in accordance with its Organization Documents, to enter into and perform its obligations under this Agreement.

  • All instruments and documents required on the part of Purchaser (or, if applicable, Subsidiary Transferee) to effectuate and consummate the transactions contemplated hereby shall be delivered to Seller and shall be in form and substance reasonably satisfactory to Seller.

  • There are no bankruptcy, reorganization or arrangement proceedings pending against, being contemplated by or, to the Knowledge of Purchaser, threatened against Purchaser (or, if applicable, Subsidiary Transferee).

  • On the Closing Date, Seller (or, if applicable, the Subsidiary Transferors) will convey to Purchaser (or, if applicable, Subsidiary Transferee) good and valid title to the Acquired Interests free and clear of all Liens other than Permitted Liens.

  • To the Knowledge of Purchaser, there has been no actual violation by Purchaser (or, if applicable, Subsidiary Transferee) of or failure of Purchaser (or, if applicable, Subsidiary Transferee) to comply with any Governmental Rule that is applicable to it, or allegation by any Governmental Authority of such a violation, that would reasonably be expected to prevent or materially impair or delay the consummation of the transactions contemplated by this Agreement.

  • Purchaser has made available to Seller complete and correct copies of the Organization Documents for Purchaser (and, if applicable, Subsidiary Transferee).

  • None of Purchaser or, if applicable, Subsidiary Transferee has any liability or obligation for any fees or commissions payable to any broker, finder or agent with respect to the transactions contemplated by this Agreement.

  • In the event of any such transfer, the Wholly-Owned Subsidiary Transferee shall be entitled to the rights and privileges set forth in this Operating Agreement and shall be bound and obligated by the provisions hereof and thereof and shall, by a binding written instrument which shall be enforceable by the Company and the other Members, assume all obligations and liabilities hereunder of the transferring Member.

  • In the event of any such transfer, the transferee shall be entitled to the rights and privileges set forth in this Partnership Agreement and, if to a Wholly-Owned Subsidiary Transferee, the Investment Agreement, and shall be bound and obligated by the provisions hereof and thereof and shall, by a binding written instrument which shall be enforceable by the Company and the other Partners, assume all obligations and liabilities hereunder of the Transferring Partner.

  • The transfer of any ownership interest in a Permitted Subsidiary Transferee shall constitute an assignment in violation of Section 11.3(a), and such assignment shall be void.


More Definitions of Subsidiary Transferee

Subsidiary Transferee has the meaning specified in Section 802(c).
Sample 1
Subsidiary Transferee shall have the meaning set forth in Section 1.1, and is more particularly described in Part I of Appendix C. “Subsidiary Transferor” shall have the meaning set forth in the recitals to this Agreement, and is more particularly described in Part I of Appendix C. “Surplus Amount” shall have the meaning set forth in Part I of Appendix B. “Survival Period” shall have the meaning set forth in Part VI of Appendix B. App. A-1 - 7 “Tax” or “Taxes” means, collectively all federal, provincial, state and local or foreign income, estimated, payroll, withholding, excise, sales, use, real and personal property, use and occupancy, business and occupation, mercantile, transfer, capital stock and franchise or other taxes of any kind whatsoever (including interest, additions and penalties thereon). “Tax Returns” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto. “Third Party Claim” shall have the meaning set forth in Section 6.4(a). “Third Party Claim Notice” shall have the meaning set forth in Section 6.4(a). “Topco” shall have the meaning set forth in Section 2.4. “Transmission Development Agreement” means that certain Transmission Development Agreement, dated as of December 22, 2015, by and among Western Interconnect LLC, a Delaware limited liability company, Tres Amigas, LLC, a Delaware limited liability company, Seller, and PWI Holdings, as amended by that certain First Amendment to the Transmission Development Agreement dated as of June 30, 2016. “Transmission Project” shall have the meaning set forth in the recitals to this Agreement, and is more particularly described in Part II of Appendix C of the Agreement. “Transmission Services Agreements” shall have the meaning set forth in Part I of Appendix D. “Transmission Sharing Agreements” shall have the meaning set forth in Part I of Appendix D. “Updated Disclosure Schedule” shall have the meaning set forth in Section 4.1(c). “Western Interconnect EPC Contract” shall have the meaning set forth in Part I of Appendix D. “Western Interconnect Loan Agreement” shall have the meaning set forth in Part III of Appendix D. “WI Entities” means PWI Holdings, Western Interconnect LLC, a Delaware limited liability company, and Western Interconnect Investments LLC, a Delaware limited liability company. “Wind Projects” shall have the meaning set forth in the recitals to this Agreement. “WI Pledgor” means WI Holdings Pledgor LLC.
Sample 1
Subsidiary Transferee shall have the meaning set forth in Section 1.1, and is more particularly described in Part I of Appendix C of the Agreement. “Subsidiary Transferor” shall have the meaning set forth in the recitals to this Agreement, and is more particularly described in Part I of Appendix C of the Agreement. “Surplus Amount” shall have the meaning set forth in Part I of Appendix B. “Survival Period” shall have the meaning set forth in Part VI of Appendix B. “Tax” or “Taxes” means, collectively all federal, provincial, state and local or foreign income, estimated, payroll, withholding, excise, sales, use, real and personal property, use and occupancy, business and occupation, mercantile, transfer, capital stock and franchise or other taxes of any kind whatsoever (including interest, additions and penalties thereon). “Tax Returns” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto. “Third Party Claim” shall have the meaning set forth in Section 6.5(a). “Third Party Claim Notice” shall have the meaning set forth in Section 6.5(a). “Updated Sale Model” shall have the meaning set forth in Part I of Appendix B. “Wind Project” shall have the meaning set forth in the recitals to this Agreement, and is more particularly described in Part II of Appendix C of the Agreement. XXXXXXXX X-0: RULES OF CONSTRUCTION
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Subsidiary Transferee has the meaning set out in Section 10.4(a).
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Subsidiary Transferee means a Special Purpose Entity that is a wholly-owned, Delaware limited liability company subsidiary of Adjacent Borrower, the organizational documentation with respect to which shall be reasonably satisfactory to Lender formed solely for the purpose of holding portions of real property which is adjacent to the Property.
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Related to Subsidiary Transferee

  • Voluntary Transfer is a transfer from one assignment to another within the jurisdiction of The Peel District School Board, initiated by the Teacher as per this Article.

  • Involuntary Transfer means any Transfer of Shares, or proposed Transfer of Shares, (i) in the case of a Member who is a natural person, upon such Member’s death or the entry by a court of competent jurisdiction adjudicating such Member incompetent to manage such Member’s person or such Member’s property; (ii) in the case of a Member that is a trust, the termination of the trust, (iii) in the case of a Member that is a partnership, the dissolution and commencement of winding up of the partnership; (iv) in the case of a Member that is an estate, the distribution by the fiduciary of the estate’s interest in the Company; and (v) in the case of a Member that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter.

  • Temporary Transfer means a transfer which involves an absence for a period not exceeding four months;

  • Affiliate Transferee has the meaning set forth in Section 3.2(a).

  • Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

  • Transferring Member has the meaning set forth in Section 9.4.

  • Subsequent Transferee has the meaning set forth in Section 4.06(b).

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Subsidiary Securities means the shares of capital stock or the other equity interests issued by or equity participations in any Subsidiary, whether or not constituting a "security" under Article 8 of the Uniform Commercial Code as in effect in any jurisdiction.

  • Proposed Transferee has the meaning set forth in Section 2.4(a).

  • Eligible Transferee means and include a commercial bank, financial institution or other "accredited investor" (as defined in Regulation D of the Securities Act).

  • Prospective Transferee means any person to whom a Key Holder proposes to make a Proposed Key Holder Transfer.

  • Post-Event Transferee shall have the meaning set forth in Section 7(e) hereof.

  • Transferee Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.

  • Purchasing Member means a municipal utility which purchases electricity from a municipal electric cooperative association of which it is a member.

  • Substitute Member means a Person who is admitted as a Member of the Company pursuant to Section 2.7 as a result of a Transfer of Shares to such Person.

  • Approved Transferee means (a) a “qualified institutional buyer” (“QIB”) as defined in Rule 144A promulgated under the Securities Act that is a financial institution or commercial bank having capital and surplus of $5,000,000,000 or more, (b) an affiliate of the Funding Lender, or (c) a trust or custodial arrangement established by the Funding Lender or one of its affiliates the beneficial interests in which will be owned only by QIBs.

  • Transferring Shareholder has the meaning set out in Section 6.1; and

  • Pre-Event Transferee shall have the meaning set forth in Section 7(e) hereof.

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Capacity Transfer Right means a right, allocated to LSEs serving load in a Locational Deliverability Area, to receive payments, based on the transmission import capability into such Locational Deliverability Area, that offset, in whole or in part, the charges attributable to the Locational Price Adder, if any, included in the Zonal Capacity Price calculated for a Locational Delivery Area.

  • Substitute Limited Partner means any Person admitted to the Partnership as a Limited Partner pursuant to Section 9.3.

  • Non-Permitted Transferee A Person other than a Permitted Transferee.

  • Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

  • Partnership Interest means an interest in the Partnership, which shall include the General Partner Interest and Limited Partner Interests.