Wellbeing IP Holdco means a Delaware corporation or limited liability company formed (or to be formed) by Holdings to hold the intellectual property rights related to the Wellbeing Project.
Acquisition Subsidiary shall have the meaning set forth in the Preamble.
Holdings LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Holdings dated as of the Closing Date.
Holdco has the meaning set forth in the Preamble.
JV means Joint Ventures
CFC Holdco means any Domestic Subsidiary that has no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs.
EXCO means EXCO Resources, Inc., a Texas corporation.
SPE means any bankruptcy-remote, special-purpose entity created in connection with the financing of settlement float with respect to customer funds or otherwise.
ESMP means an environmental and social management plan (including any pest management plan), acceptable to the Association and consistent with the ESMF, adopted for the purposes of a Micro-project, and giving details of the magnitude of the environmental impacts, as well as the specific actions, measures and policies designed to facilitate the achievement of the objective of the ESMF under the Micro-project, including the budget and cost estimates, and sources of funding, along with the institutional and procedural measures needed to implement such actions, measures and policies, as such ESMP may be amended form time to time with the prior written agreement of the Association.
Project Financing Subsidiary means any Restricted Subsidiary of the Borrower (or any other Person in which Borrower directly or indirectly owns a 50% or less interest) whose principal purpose is to incur Project Financing or to become an owner of interests in a Person so created to conduct the business activities for which such Project Financing was incurred, and substantially all the fixed assets of which Subsidiary or Person are those fixed assets being financed (or to be financed) in whole or in part by one or more Project Financings.
MLP Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the MLP, as amended or restated from time to time.
Borrower Partnership Agreement means the Limited Partnership Agreement of the Borrower dated as of January 17, 2014 as such agreement may be amended, restated, modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10.
Project Subsidiary means any Subsidiary of the Company held for the purpose of holding, constructing or acquiring power generation facilities or related or ancillary assets or properties and any Subsidiary of the Company whose assets consist primarily of equity interests in one or more other Project Subsidiaries; provided that a Subsidiary will cease to be a Project Subsidiary if it Guarantees any Indebtedness of the Company other than obligations of the Company related to Project Debt of one or more Project Subsidiaries.
Subco means 1102209 B.C. LTD., a corporation incorporated under the laws of the Province of British Columbia;
Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Company.
Original Partnership Agreement has the meaning set forth in the recitals to this Agreement.
JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.
GP means Gottbetter & Partners, LLP.
Limited Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of March 9, 2004, as amended from time to time.
General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.
Blocker has the meaning set forth in the preamble.
MergerSub has the meaning set forth in the Preamble.
Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act.
Company LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 25, 2011, as amended from time to time.
Foreign Subsidiary Holdco means any Restricted Subsidiary which is organized under the laws of the United States (as defined for purposes of Section 956 of the Code) that has no material assets other than the Capital Stock and, if any, Indebtedness of (1) one or more Foreign Subsidiaries that are “controlled foreign corporations” as defined by Section 957 of the Code or (2) any other Foreign Subsidiary Holdco.