The SPV Clause Samples
The SPV clause defines the role and structure of a Special Purpose Vehicle (SPV) within a contractual arrangement. Typically, this clause outlines how the SPV is established, its legal status as a separate entity, and its responsibilities in the transaction, such as holding assets, issuing securities, or isolating financial risk. For example, in a financing deal, the SPV may be created to own specific assets and issue debt backed by those assets, ensuring that the risks and obligations are contained within the SPV. The core function of this clause is to clarify the purpose and operation of the SPV, thereby allocating risk and protecting the parties from liabilities unrelated to the specific transaction.
POPULAR SAMPLE Copied 3 times
The SPV. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, the SPV is not obligated to guaranty or otherwise directly or indirectly provide credit support (including granting Liens on any of its assets) for any Indebtedness of the Borrower or any of its Subsidiaries or Affiliates.
The SPV. The SPV has been duly incorporated and validly exists under the Laws of its jurisdiction of incorporation.
The SPV. (a) All common stock authorized and issued of the SPV shall be owned by KannaREIT [the number of shares issued to be determined in accordance with the performance model, as finalized ahead of Closing] and entitled to a dividend, quarterly in arrears, as of the Rent Commencement Date;
(b) SPV shall be responsible to make mortgage payment to the Lender as respects the Stabilized Loan; and
(c) On the occurrence of a capital event such as the placement of the Stabilized Loan which shall occur as defined above in Subsection 2. (d)., CPRX may elect to require that the SPV pay out the value of the CPRX Equity, as determined in accordance with Subsection 2. (b). hereof in such form of payment as KannaREIT may elect (having no regard for tax treatment as income or otherwise once such amounts have been distributed to CPRX).
The SPV. (a) has duly and timely paid every Tax which it has become liable to pay before the Closing Date;
(b) has duly and timely filed with the competent tax authorities all Tax returns, declarations and social security statements within the required terms and on a proper basis in compliance with the Applicable Laws and Regulations in respect to Taxes. The Tax returns were correct and complete in all respects and adequately reflect the Tax liabilities of the SPV, at the time of the filing for the relevant period covered thereby;
(c) has never been resident for Tax purposes in any jurisdiction other than Italy;
(d) is entitled to all Tax shown in its Tax returns and no such Tax returns is the subject of any dispute with any Tax authority.
The SPV. 2.1 The SPV has been duly incorporated and validly exists under the Laws of its jurisdiction of incorporation.
2.2 The SPV has the requisite powers and corporate authority to own and use its assets and properties and to carry on (it’s part of) the Business.
2.3 The correct and complete text of the articles of association of the SPV has been disclosed in the Disclosed Information. No action has been taken to amend the articles of association of the SPV.
2.4 The SPV does not own, directly or indirectly, any shares, bonds, or other form of securities or any other interest of any kind in respect of any person.
2.5 The SPV is duly registered with Netherlands Trade Register. The information relating to the SPV that is filed with Netherlands Trade Register is true, accurate and up-to-date.
2.6 The SPV has not granted a power of attorney or similar authority to any third party authorizing such third party to represent and bind the SPV, either in general or for any special purposes, that will not be revoked before Completion.
2.7 The SPV is not a party, nor have been in the past three (3) years, to a merger, split off or demerger. There has been no proposal made or resolution adopted by a corporate body for the dissolution or liquidation of the SPV and to Seller’s best knowledge nor do any circumstances exist which may result in dissolution or liquidation and no proposal has been made or resolution has been adopted by a corporate body for a statutory merger or division involving the SPV.
2.8 No dividends and other distributions or profits or reserves made or paid since the date of incorporation of the SPV.
2.9 The SPV has not been declared bankrupt, insolvent, or granted a mortarium of payments, nor are there any petitions, proceedings, written notices or requests to this effect.
2.10 The SPV has not issued nor granted any option to issue any instruments or securities other than the Shares.
2.11 The shareholder’s registers of the SPV included in the Disclosed Information are true, complete and accurate.
2.12 The SPV does not have any branch, agency or permanent establishment.
2.13 The SPV has the right, power and authority to conduct is business and affairs as they are currently conducted.
2.14 The SPV is not a party to any shareholders’ agreement or similar arrangement or any arrangement that purports to regulate, control or otherwise affect the voting or disposition of the Shares or any such arrangement will be terminated on the Completion Date.
The SPV. Notwithstanding any other provision of this Agreement or any other Loan Document to the contrary, the SPV is not obligated to guaranty or otherwise directly or indirectly provide credit support (including granting lien on any of its assets) for any Indebtedness of the Company or any of its Subsidiaries or Affiliates.
(s) Annex A to the Credit Agreement is hereby replaced by Annex A attached to this Amendment.
(t) The Required Lenders hereby waive the requirements of Sections 7.1(a) and 7.1(b) of the Credit Agreement as of June 30, 1999. This waiver is limited to the matters set forth herein, and the Borrower remains obligated to comply with the terms of the Credit Agreement and the other Loan Documents, in Sections 7.1(a) and 7.1(b) of the Credit Agreement, as though this waiver had never been granted.