SPV Sample Clauses

SPV. No Borrower shall permit the SPV to (a) engage in any activity, other than holding certain real property of the Obligors transferred to the SPV pursuant to Section 7.3 and activities related to the maintenance of its corporate existence, (b) incur any Debt, other than (i) intercompany obligations subject to subordination agreements reasonably acceptable to Administrative Agent, (ii) pursuant to leases governing any leasehold interests held by the SPV and (iii) providing guarantees in favor of Administrative Agent or (c) grant any Liens, other than Liens that arise pursuant to leases governing any leasehold interests held by the SPV or by operation of law; provided, that, for the avoidance of doubt, in no event shall the SPV be required to qualify as a “bankruptcy remoteentity.
SPV. The Company shall have incorporated the SPV and the SPV shall have three (3) directors at all times, among which two (2) directors shall be appointed by the Company and one (1) director shall be nominated by the limited partner of the Purchaser. The SPV shall have established the Designated Account at Nanyang Commercial Bank, Limited for the purpose of receiving the entire Purchaser Price in connection with the sale of the Purchaser Shares under this Agreement.
SPV. Notwithstanding anything in Section 6.02 to the contrary, the SPV shall not be required to indemnify and hold harmless the Seller Indemnitees pursuant to Section 6.02 to the extent that the aggregate amount of such Losses exceeds an amount equal to $173,327,307. Notwithstanding the foregoing provisions of this Section 6.05(b), the Seller Indemnitees shall not be subject to any limitation pursuant to this Section 6.05 or otherwise, and shall be entitled to US dollar for US dollar recovery from SPV, for Losses arising out of fraud or willful and wanton misconduct by the SPV which directly results from any act or omission of SPV taken at the written direction of [***].
SPV. If Sorrento’s Debt to Equity Ratio for any Calendar Quarter during the Term exceeds 2:1 as of the last day of any such Calendar Quarter, then, within Ten (10) Business Days after the last day of such Calendar Quarter and each Calendar Quarter thereafter, Sorrento shall deliver a report to Servier setting forth the calculation of its Debt to Equity Ratio in the form attached hereto as Schedule 13.4.5(a) as of the last day of the applicable Calendar Quarter and then, the last day of each month until Sorrento’s Debt to Equity Ratio becomes less than or equal to 2:1 or Sorrento transfers the Sorrento Core IP to the SPV pursuant to this Section 13.4.5 in a form satisfactory to Servier. If on the last day of four (4) consecutive months after Sorrento delivers the first report to Servier pursuant to the foregoing sentence, the Debt to Equity Ratio still exceeds 2:1, Sorrento will transfer all Sorrento Core IP to a newly formed entity (the “SPV”) within three (3) months thereafter. The SPV shall comply with the conditions set forth in Schedule 13.4.5(b), and Sorrento shall cause the SPV to enter into a license to Servier with the same rights and obligations as those of this Agreement, which shall enter into effect upon transfer of the Sorrento Core IP to the SPV. Sorrento shall represent that the SPV has no activity or liability other than as permitted in Schedule 13.4.5(b) and otherwise satisfies the conditions stated therein. If and until Sorrento fails to satisfy its transfer obligation pursuant to this Section 13.4.5, Servier shall be entitled to suspend all payments otherwise due to Sorrento pursuant to this Agreement.
SPV. (a) All of the outstanding membership interests, equity or voting securities of, or other ownership interests in, SPV (including the SPV Interests) are owned by Seller, directly or indirectly, free and clear of any Liens or any other limitations or restrictions (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). Other than the SPV Interests as contemplated to be transferred to Buyer pursuant to this Agreement, there are no issued, reserved for issuance or outstanding (i) securities of Seller or SPV convertible into or exchangeable or exercisable for membership interests, equity or voting securities of, or other ownership interests in, SPV, (ii) warrants, calls, options or other rights to acquire from Seller or SPV, or other obligations of Seller or SPV to issue, any membership interests, equity or voting securities of, or other ownership interests, or any securities convertible into or exchangeable or exercisable for any membership interests, equity or voting securities of, or other ownership interests in, SPV or (iii) restricted interests, profit interests, performance units, contingent value rights, “phantom” securities or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of any membership interests, equity or voting securities of, or other ownership interests, SPV. There are no outstanding contractual obligations of Seller or SPV of any kind to redeem, purchase or otherwise acquire any of the foregoing as described in clauses (i) through (iii).
SPV. The National Government Employee Pensions Board was established in 1963 and is today one of Sweden’s largest providers of pensions administration. Pension administration involves applying the rules of pension agre- ements and computing and paying out the different components of the pension.We at SPV would be pleased to share with you our extensive knowledge and many years of experience. Besides Government and Social Insurance Office Service Group Life Insurance, the following folders are included in the Pension Facts series: In swedish: • National Pension Agreement 1974 (PA-SPR) • Manager Pension – relates to those who have held a government managerial position no earlier than 1 October 1995 • Partial Pension • Survivor’s Benefits PA-91 • Family Pensionapplies to National pension agreement 1974 (PA-SPR) • Appointee Pension – relates to those who have held a government appointment prior to 1 October 1995 • ITP-S • ITP-Telecom • PA-91 Service Pension • PA-91 F Service Pension • Pension Compensation/Special Pension Compensation • The Post Office’s ITP-P, section 2 In english: • PA 03 Service Pension Pensionsfaktanr. 2495 E • Bearbetning: Linda Gradin • Tryck: SPV, 2013.
SPV. Each party hereto hereby agrees that no SPV shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Lender granting the participation). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is 1 year and 1 day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other Person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof.