Xxxxxxx Affiliate definition

Xxxxxxx Affiliate means any corporation or other entity, including any entity that is a disregarded entity for federal income tax purposes, directly or indirectly “controlled” by Xxxxxxx 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.
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Xxxxxxx Affiliate means any Affiliate of Xxxxxxx.
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Xxxxxxx Affiliate means any Person Controlling (as hereinafter defined), Controlled by (as hereinafter defined), or under common Control (as hereinafter defined) with, Xxxxxxx. As used in this Agreement, at any time of determination, (i) one Person is "Controlling" another if such Person then possesses the exclusive power, directly or indirectly, to direct or cause the direction of the management or policies of the subject Person, (ii) one Person is "Controlled" by another Person if such other Person then possesses the exclusive power, directly or indirectly, to direct or cause the direction of the management or policies of the subject Person, through the ownership of voting securities, by contract, or otherwise, unless such power is solely the result of an official position with such subject Person, and (iii) one exclusive power, directly or indirectly, to direct or cause the direction of the management or policies of the subject Person and such other Person, through the ownership of voting securities, by contract, or otherwise, unless such power is solely the result of an official position with such Person. As used in this Agreement, the term "Person" means any individual or entity."
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Examples of Xxxxxxx Affiliate in a sentence

  • The Parties agree that the Transfer Documents are not intended and shall not be construed in any way to enhance, modify or decrease any of the rights or obligations of Dover, any Dover Affiliate, Xxxxxxx or any Xxxxxxx Affiliate from those contained in this Agreement.

  • Notwithstanding anything to the contrary in this Agreement, Xxxxxxx shall be responsible for, and shall indemnify Dover and hold Dover harmless from, any Covered Transaction Tax resulting from a Specified Action of Xxxxxxx or any Xxxxxxx Affiliate, regardless of whether the exception of this Section 4.02(d) is satisfied with respect to such act.

  • The undersigned, [Name of Xxxx Xxxxxxx Affiliate] (the “Noteholder”), hereby acknowledges and agrees to the subordination provisions of Section 3 of each note or instrument entered into by any of the Loan Parties with respect to any Xxxx Xxxxxxx Subordinated Indebtedness.

  • This Agreement is solely for the benefit of the parties to this Agreement and each Xxxxxx Affiliate and Xxxxxxx Affiliate and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other rights in excess of those existing without this Agreement.

  • Xxxxxxx recognizes that any failure by it or any Xxxxxxx Affiliate to comply with its obligations under Section 4 of this Agreement would, in the event of a Distribution, result in Distribution Taxes that would cause irreparable harm to Xxxxxx, Xxxxxx Affiliates, and their stockholders.

  • Xxxxxxx or any Xxxxxxx Affiliate shall only undertake any of such actions after Walter’s receipt of such Supplemental Tax Opinion or Supplemental Ruling and pursuant to the terms and conditions of any such Supplemental Tax Opinion or Supplemental Ruling or as otherwise consented to in writing in advance by Xxxxxx.

  • Xxxxxx shall provide Xxxxxxx (or the applicable Xxxxxxx Affiliate) any assistance reasonably required in providing any information requested pursuant to this Section 2.3.

  • If a Xxxxxxx Affiliate ceases to be a member of the Xxxxxxx Group as a result of a sale or exchange of all of the stock of such member, other than an exchange for which the consideration received by Xxxxxxx is the stock of Xxxxxxx or a Xxxxxxx Affiliate, the departing Xxxxxxx Affiliate shall be released from its obligations under this Agreement upon its departure from the Xxxxxxx Group.

  • Xxxxxxx and each Xxxxxxx Affiliate shall be jointly and severally liable for a percentage of any Distribution Taxes (not otherwise allocated by Sections 4.3(a) or (b) of this Agreement) equal to the quotient of (i) Xxxxxxx’x Market Valuation, divided by (ii) the sum of (x) Walter’s Market Valuation, and (y) Xxxxxxx’x Market Valuation.

  • Xxxxxx shall advise Xxxxxxx in writing within 90 days after the filing of the Consolidated Return for the taxable year that includes the Deconsolidation Date of the allocation of any Tax Assets among Xxxxxx, each Xxxxxx Affiliate, Xxxxxxx, and each Xxxxxxx Affiliate.


More Definitions of Xxxxxxx Affiliate

Xxxxxxx Affiliate means any business, corporation, limited liability company, partnership, or other entity in which Xxxxxx Xxxxxxx or his wife is an owner, manager, member, shareholder, partner, investor, or in which he or his wife has any other type of ownership or management interest.
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Xxxxxxx Affiliate means any Person under common control with any of the Communications Companies within the meaning of Section 414(b), Section 414(c), Section 414(m) or Section 414(o) of the Code, and the regulations issued thereunder.
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Xxxxxxx Affiliate means Xxxx X. Xxxxxxx, Xx., Xxxxxxx X. Xxxxxxx, any member of their family and any Person of which any of the foregoing Persons are Affiliates, including but not limited to the Xxxx X. Xxxxxxx, Xx. Revocable Trust, dated January 24, 1992, the Xxxxxxx X. Xxxxxxx Revocable Trust dated January 24, 1992 and Red Top LLC.
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Xxxxxxx Affiliate means (i) any Person that, directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, Xxxxxxx or (ii) any managed account or investment fund which is managed by Xxxxxxx or a Xxxxxxx Affiliate described in clause (i) of this definition.
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Xxxxxxx Affiliate means (i) any corporation or other entity controlling, controlled by, or under common control with, Xxxxxxx and (ii) any managed account or investment fund which is managed by Xxxxxxx or a Xxxxxxx Affiliate described in clause (i) of this definition. For purposes of this definition the terms “control”, “controlling” and “controlled” shall mean the ownership, directly or through subsidiaries, of a majority of a corporation’s or other Person’s voting stock or equivalent voting securities or interests.
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Related to Xxxxxxx Affiliate

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

  • Tax Affiliate means, with respect to any Person, (a) any Subsidiary of such Person and (b) any Affiliate of such Person with which such Person files or is eligible to file consolidated, combined or unitary tax returns.

  • 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.

  • 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.

  • Controlled Affiliates means, with respect to any Person, Affiliates of such Person who are directly or indirectly, under the Control of, or controlling, such Person.

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

  • Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

  • Screened Affiliate means any Affiliate of a Holder (i) that makes investment decisions independently from such Holder and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder and any other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Company or its Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other Affiliate of such Holder that is acting in concert with such Holder in connection with its investment in the Notes, and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such Holder that is acting in concert with such Holders in connection with its investment in the Notes.

  • Affiliated business entity relationship means a relationship, other than a parent- subsidiary relationship, that exists when

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

  • Related Financial Product means any financial product which references directly or indirectly the Preference Shares.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Affiliated Party means, with respect to any Purchaser, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such Purchaser, including, without limitation, any general partner, officer or director of such Purchaser and any venture capital fund now or hereafter existing which is controlled by one or more general partners of, or shares the same management company as, such Purchaser.

  • Control Affiliate of a Person means (a) any other Person directly or indirectly owning, controlling, or holding with power to vote, greater than 50% of the outstanding voting securities of such Person, (b) any other Person greater than 50% of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such Person, or (c) any Person directly or indirectly controlling, controlled by, or under common control with, such other Person. For purposes of this defined term, “control” means the power to exercise a controlling influence over the management or policies of a company, and “controlling” and “controlled” shall have correlative meanings.

  • Excluded Affiliate means any portfolio company of the Servicer or the Transferor, as applicable, that is not consolidated on the financial statements of the Servicer or the Transferor, as applicable.

  • Excluded Affiliates means members of any Joint Lead Arranger or any of its affiliates that are engaged as principals primarily in private equity, mezzanine financing or venture capital, including through the provision of advisory services other than a limited number of senior employees who are required, in accordance with industry regulations or such Joint Lead Arranger’s internal policies and procedures to act in a supervisory capacity and the Joint Lead Arrangers’ internal legal, compliance, risk management, credit or investment committee members.

  • Affiliated Group means any affiliated group within the meaning of Code Section 1504(a) or any similar group defined under a similar provision of state, local or foreign law.

  • Section 385 Controlled Partnership has the meaning set forth in Treasury Regulation Section 1.385-1(c)(1) for a “controlled partnership”.

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

  • Stinger-steered automobile or watercraft transporter means an automobile or watercraft transporter

  • Company Subsidiary means a Subsidiary of the Company.

  • 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;

  • Sublicensee means a third party to whom LICENSEE grants a sublicense of certain rights granted to LICENSEE under this Agreement.

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Sub-Licensee means all person/ agency with whom Licensee has executed sub license agreement as per terms and conditions of license agreement executed between DMRC and the Licensee, for commercial utilization of the Bare Spaces.

  • Group Company means any one of them;