Xxxxxx Affiliate definition

Xxxxxx Affiliate means any corporation or other entity, including any entity that is disregarded for federal income tax purposes, directly or indirectly “controlled” by Xxxxxx where “control” means the ownership of fifty percent (50%) or more of the ownership interests of such corporation or other entity (by vote or value) or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such corporation or other entity, but at all times excluding Spinco and any Spinco Affiliate, and WMC and any WMC affiliate, as applicable.

Xxxxxx Affiliate means any office or branch of Xxxxxx Guaranty Trust Company of New York ("Xxxxxx") and any other entity that directly, or indirectly through one or more intermediaries, controls Xxxxxx or that is controlled by or is under common control with Xxxxxx.

Xxxxxx Affiliate means a Person directly or indirectly controlled by, controlling or under common control with xxx.xxx, other than FTDI or any FTDI Affiliate.

Examples of Xxxxxx Affiliate in a sentence

• In no event shall Xxxxxx or any Xxxxxx Affiliate enter into any agreement with the intent of disposing, or resulting in the disposition of, its rights to vote any of the Common Shares of the Fund in circumvention of the requirements of this Section 2.2; provided, however, that a final sale of Common Shares of the Fund (not coupled with any repurchase agreement or similar reacquisition agreement) shall not be considered a prohibited sale of voting rights in contravention of this Section 2.2.

• For the avoidance of doubt any Intellectual Property Rights belonging to a Balfour Xxxxxx Affiliate shall remain vested in that Balfour Xxxxxx Affiliate and Xxxxxxx Xxxxxx shall be entitled to enforce any rights under this clause 10 on behalf of and for the benefit of the Balfour Xxxxxx Group.

• The parties agree that neither party can assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld, delayed or conditioned; except that X.X. Xxxxxx may assign this Agreement without the Customer’s consent (a) to any X.X. Xxxxxx Affiliate or (b) in connection with a merger, reorganization, stock sale or sale of all or substantially all of X.X. Xxxxxx’x fund servicing business.

• When instructed to buy or sell Securities for which the Custodian or a Xxxxxx Affiliate acts as a dealer, the Custodian may buy or sell such Securities from or to either itself, as principal, or such Xxxxxx Affiliate.

• The Custodian shall be responsible to ensure that each Subcustodian that is a Xxxxxx Affiliate performs in accordance with the foregoing standard.

More Definitions of Xxxxxx Affiliate

Xxxxxx Affiliate shall have the meaning set forth in Section 8.2(b).

Xxxxxx Affiliate shall have the meaning ascribed to such term in the Separation Agreement.

Xxxxxx Affiliate has the meaning set forth in SEC Accounting Series Releases 130 and 135.

Xxxxxx Affiliate means a Person that, after giving effect to the Xxxxxx Spin-Off, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with Xxxxxx.

Xxxxxx Affiliate means (i) with respect to any time prior to the Split-Off Effective Time, a Person that, directly or indirectly through one or more intermediaries, was Controlled by Xxxxxx as of such time and (ii) with respect to any time after the Split-Off Effective Time, a Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with Xxxxxx as of such time; provided, however, that the term "Xxxxxx Affiliate" shall not include Purchaser or any of its Subsidiaries (as defined in the Stock Purchase Agreement);

Xxxxxx Affiliate means (i) with respect to any time prior to the Spin-Off Effective Time, a Person that, directly or indirectly through one or more intermediaries, was Controlled by Xxxxxx as of such time and (ii) with respect to any time after the Spin-Off Effective Time, a Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with Xxxxxx as of such time; and

Xxxxxx Affiliate means any corporation, partnership or other entity directly or indirectly controlled by Xxxxxx, other than Safety, a Safety Pre-Closing Affiliate, or a Safety Post-Closing Affiliate.