Transfer Affiliate definition

Transfer Affiliate. With respect to each Member, any Person that directly, or through one or more intermediaries, controls or is controlled by or is under common control with, such Member; or any person in which such Member has a direct, or indirect through one or more intermediaries, controlling interest as a partner, member, manager, principal, shareholder, beneficiary or otherwise as an owner.
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Transfer Affiliate. – means, with respect to any Person, (a) in the case of an entity, any other Person which is directly or indirectly controlled by, controls or is under common control with the subject Person, and, (b) in the case of an individual, any entity controlled by such Person and any other Person who is a member of the Immediate Family of such Person, and any other Person that is a trust solely for the benefit of such Person and/or the Immediate Family of such Person and of which such Person or the Immediate Family of such Person is/are trustee with authority to act on behalf of the subject trust; provided, however, in no event shall Lender or any of its Affiliates be deemed an Affiliate of Operating Lessee or Borrower. For purposes of clause (a) of this definition, “control” (including with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) means both the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person (subject to customary major decision approvals in favor of another Person), whether through the ownership of voting securities or by contract or otherwise and the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests of a Person.
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Transfer Affiliate means: (a) with respect to TNHC, a TNHC Party; and (b) with respect to HW, an HW Party.
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Examples of Transfer Affiliate in a sentence

  • If a Member shall transfer less than its entire Interest to a Transfer Affiliate, references to such Member in this Agreement shall refer to such Member and its Transfer Affiliate collectively, and such transferor Member shall be authorized to act on behalf of such Transfer Affiliate for all purposes under this Agreement.

  • Furthermore, any transferee of all or any portion of the Interest of a Member shall have the right, pursuant to this Section 10.2(f), to assign all or any portion of its Interest to such Member or any Transfer Affiliate of such Member, except that if a Member has assigned its entire Interest, any further assignment of all or any portion of such Interest shall be subject to the provisions of this Article 10.

  • Subject to the limitations of Section 10.2(c), each Member shall have the right, at any time or from time to time, without the consent of the Manager or any other Member, to sell or assign all or any portion of its Interest to a Transfer Affiliate of such Member.

  • In the event of any such Transfer, the transferee shall assume all obligations of the transferor attributable to the Interest transferred in accordance with Section 9.1.1; provided, however, that (except in the case of a CBREI Investor Transfer Affiliate described in the last sentence of the definition of “Transfer Affiliate”) the transferor, in addition to the transferee, shall be liable for any breaches of this Agreement by the transferee.

  • If a Partner shall transfer less than its entire Interest to a Transfer Affiliate (except in the case of a CBREI Investor Transfer Affiliate described in the last sentence of the definition of “Transfer Affiliate”), references to such Partner in this Agreement shall refer to such Partner and its Transfer Affiliate collectively, and such transferor Partner shall be authorized to act on behalf of such Transfer Affiliate for all purposes under this Agreement.

  • Promptly after the receipt of the Sale Request, the Sponsor (or such Transfer Affiliate) will furnish the Purchaser, the Purchaser’s Estate or the Purchaser’s Trust with a copy of the Sale Agreement, if any.

  • In addition, any Person who has retained CBREI as its discretionary investment advisor with respect to the Partnership shall be a Transfer Affiliate of each CBREI Investor.

  • Subject to the limitations of Section 9.1.1, each Partner shall have the right, at any time or from time to time, without the consent of any other Partner, to sell or assign all or any portion of its Interest to a Transfer Affiliate of such Partner.

  • Promptly after the receipt of the Sale Request, Viewer (or such Transfer Affiliate) will furnish the Purchaser, the Purchaser's Estate or the Purchaser's Trust with a copy of the Sale Agreement, if any.

  • In the event of any such transfer, the transferee shall assume all obligations of the transferor attributable to the Interest transferred, in accordance with Section 11.2(b), provided that the transferor shall not thereby be released and shall continue to be jointly and severally liable with such transferee for all such obligations unless such Transfer Affiliate is an institutional investor that has a net worth in excess of $1 billion.


More Definitions of Transfer Affiliate

Transfer Affiliate means: (a) with respect to TNHC, a TNHC Party; and (b) with respect to NB, an NB Party. 16 Amended and Restatesd LLC Agreement of TNHC Newport LLC
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Transfer Affiliate means: (a) with respect to TNHC, a TNHC Party; and (b) with respect to Tricon, an Investor Party.
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Transfer Affiliate means, with respect to any Person, (a) in the case of an entity, any other Person which is directly or indirectly controlled by, controls or is under common control with the subject Person, and, (b) in the case of an individual, any entity controlled by such Person and any other Person who is a member of the Immediate Family of such Person, and any other Person that is a trust solely for the benefit of such Person and/or the Immediate Family of such Person and of which such Person or the Immediate Family of such Person is/are trustee with authority to act on behalf of the subject trust; provided, however, in no event shall Lender or any of its Affiliates be deemed an Affiliate of Operating Lessee or Borrower. For purposes of clause (a) of this definition, “control” (including with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) means both the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person (subject to customary major decision approvals in favor of another Person), whether through the ownership of voting securities or by contract or otherwise and the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests of a Person.
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Transfer Affiliate has the meaning specified in Section 7.18(a).
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Transfer Affiliate means, with respect to each Partner, any Person that directly, or through one or more intermediaries, controls or is controlled by or is under common control with, such Partner; or any Person in which such Partner has a direct, or indirect through one or more intermediaries, controlling interest as a partner, member, manager, general partner, principal, shareholder, beneficiary or otherwise as an owner, and with specific reference to PGGM PRE Fund also means any fund sponsored, managed or advised by PGGM Vermogensbeheer B.V. Attached hereto as EXHIBIT 1-B is a Cross Reference Index to capitalized items used in this Agreement that are not defined in this ARTICLE 1.
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Related to Transfer Affiliate

  • Seller Affiliate means any Affiliate of Seller.

  • Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and

  • Controlled Affiliate means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 15% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise shall be deemed to constitute control for purposes of this definition.

  • Designated Affiliate means the affiliates of the Corporation designated by the Committee for purposes of the Plan from time to time;

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Wholly-Owned Affiliate has the meaning specified in Rule 2 of Regulation RR.

  • Business Entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

  • Controlling Interest means: (1) an ownership interest or participating interest in a business entity by virtue of units, percentage, shares, stock, or otherwise that exceeds 10 percent; (2) membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or (3) service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers. Subsection (3) of this section does not apply to an officer of a publicly held business entity or its wholly owned subsidiaries.

  • Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

  • Selling Institution The entity obligated to make payments to the Issuer under the terms of a Participation Interest.

  • Investor Affiliate means (i) the Investor or any of his immediate family members, and any such persons’ respective Affiliates and direct and indirect Subsidiaries, (ii) any sponsor, limited partnerships or entities managed or controlled by the Investor or any of his immediate family, or any of such persons’ respective Affiliates and direct or indirect Subsidiaries, (iii) any trust of the Investor or any of his immediate family, or any of such persons’ respective Affiliates and direct or indirect Subsidiaries or any trust in respect of which any such persons is a trustee, (iv) any partnership of which the Investor or any of his immediate family, or any of such persons’ respective Affiliates or direct or indirect Subsidiaries is a partner that is managed or controlled by the Investor, any of his immediate family or any of such persons’ respective Affiliates or direct or indirect Subsidiaries, and (v) any trust, fund or other entity which is managed by, or is under the control of, the Investor or any of his immediate family, or any of such persons’ respective Affiliates or direct or indirect Subsidiaries, but excluding the Issuer or any of its Subsidiaries.

  • Controlled Affiliates means with respect to any Person, any other Person that directly or indirectly through one or more intermediaries is Controlled by such Person.

  • Non-Affiliate means, for any specified Person, any other Person that is not an Affiliate of the specified Person.

  • Qualified Affiliate means an Affiliate of a Lender who has executed and delivered to the Administrative Agent an instrument of adhesion in the form set forth in Schedule J.

  • Customer Affiliate means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Customer, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;

  • Transfer student means a student entering an institution for the first time having successfully completed a minimum of 12 semester hours at another institution which is applicable for credit at the institution the student is entering.

  • Permitted Affiliate means with respect to any Person (a) any Person that directly or indirectly controls such Person, and (b) any Person which is controlled by or is under common control with such controlling Person. As used in this definition, the term “control” of a Person means the possession, directly or indirectly, of the power to vote eighty percent (80%) or more of any class of voting securities of such Person or to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

  • BHC Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Participating Affiliate means an Affiliate which has been designated by the Committee in advance of the Purchase Period in question as a corporation whose eligible Permanent Full-Time Employees may participate in the Plan.

  • Participating Entity Any Subcontractor or Subservicer which is “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; provided, further, for the purposes of the third paragraph of Section 7.04(c), that a “Participating Entity” shall be determined without respect to any threshold limitations in Instruction 2. to Item 1122 of Regulation AB. Person: Any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof.

  • Subject Company shall have the meaning set forth in Section 6.10(a).

  • Downstream Affiliate means an entity whose outstanding Voting Shares were, at the date of issuance of the Qualifying Guarantee, more than 50 per cent. owned, directly or indirectly, by the Reference Entity.

  • Corporate Affiliate means any parent or subsidiary corporation of the Corporation (as determined in accordance with Code Section 424), whether now existing or subsequently established.

  • Controlling Affiliate means an Affiliate that directly or indirectly Controls the Hotel and/or Controls the entity that Controls the Hotel.