Affiliate Party definition

Affiliate Party. Means (i) SCF Realty Capital, (ii) any of its affiliates or subsidiaries, or (iii) any party controlling or under common control with any entity specified in clauses (i) and (ii).
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Affiliate Party is defined in the Recitals.
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Affiliate Party means, with respect to a Person: (a) any Person directly or indirectly owning or holding ten percent (10%) or more of the outstanding voting securities or other equity ownership interests of such Person; (b) any Person ten percent (10%) or more of whose outstanding securities or other equity ownership interests are directly or indirectly owned or held by such Person; (c) any Person Controlling, Controlled by or under common Control with such Person; (d) any officer, director, employee, member or partner of such Person; (e) if such Person is an officer, director, employee, member or partner, any Entity for which such Person acts in any such capacity; and (f) any sibling, direct descendant (including adopted children or grandchildren), parent, grandparent or spouse of such Person, or any trust or limited partnership created solely for the benefit of any such Person. In all events, CEO and Manager shall be considered Affiliate Parties of one another and Lennar and Manager shall be considered Affiliate Parties of one another. Notwithstanding the foregoing, in no event shall Owner and Manager be deemed Affiliate Parties of one another for purposes of this Agreement.
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Examples of Affiliate Party in a sentence

  • Holding Company or Affiliate Party Services The bank may also employ services from its holding company or one of its affiliates for audit services.

  • Notwithstanding any other provision of this Agreement, the Officers of the Company shall not take or authorize any action constituting an Affiliate Party Transaction (as defined in the Amended and Second Restated Certificate of Incorporation of the Member) unless such Affiliate Party Transaction is approved by the Board of Directors of the Initial Member in accordance with the requirements of the Amended and Second Restated Certificate of Incorporation of the Initial Member.

  • Payment by Off-Taker to Provider for such Affiliate Supplied Coke shall be payable on the Due Date in respect of the Month during which such Affiliate Party Supplied Coke is delivered to Off-Taker.

  • The execution, delivery and performance by Investor and each Affiliate Party of the Agreements have been duly authorized and the Agreements each constitute the valid and legally binding obligation of Investor and each Affiliate Party, enforceable against Investor and each Affiliate Party in accordance with their terms.

  • Likewise, if an Affiliate enrolls in Novae as a Business Entity, each Affiliate Party (as defined in Section 3.17.1) of the Business Entity shall be personally and individually bound to, and must comply with, the terms and conditions of the Agreement.

  • Membership Requirements:County or Affiliate Parties may determine for themselves any membership requirements except that no County or Affiliate Party shall deny membership or the privileges thereof to anyone on the basis of race, color, sex, national origin, religion, creed, age or sexual preference.C. Continued Charter Viability:The Charter of any County or Affiliate Party whose membership falls below three members of the LPGa is automatically void.

  • Except for the filing of financing statements in the state and county filing offices in respect of the Collateral, no consent, approval, exemption, order or authorization of, or a registration or filing with, any Official Body or any other Person is required by any Law or any agreement in connection with the execution, delivery and carrying out of this Agreement and the other Loan Documents by any Borrower Affiliate Party, other than those obtained or made on or prior to the Closing Date.

  • The Borrower shall not, and shall cause each of its Subsidiaries to not, and not permit any other Borrower Affiliate Party to, cancel any claim or debt owing to it, except for reasonable consideration or in the ordinary course of business.

  • The rates of successful bidder should be valid for one year from the date of commencement of the contract.

  • Each Borrower Affiliate Party shall not become or agree to (i) become a general or limited partner in any general or limited partnership, (ii) become a member or manager of, or hold a limited liability company interest in, a limited liability company which is not a Borrower Affiliate Party, or (iii) become a joint venturer or hold a joint venture interest in any joint venture.

Related to Affiliate Party

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Affiliate Member means an individual who is an umpire, referee, coach or other official who is associated with the Association but who is not an Individual Member.

  • Permitted Affiliate Transactions means the following:

  • 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 20% 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.

  • Affiliate Transactions has the meaning set forth in Section 5.31.

  • 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.

  • Affiliate Transaction has the meaning provided in Section 4.11.

  • subsidiary entity means a person that is controlled directly or indirectly by another person and includes a subsidiary of that subsidiary;

  • Valid Third Party Entity In respect of any transaction, any third party that the Calculation Agent determines has a bona fide intent to enter into or consummate such transaction (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent shall take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares and, if such effect is material, may deem such third party to have a bona fide intent). Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation,” (ii) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof and (iii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that:

  • Affiliate Program The program we've set up for our affiliates as described in this Agreement.

  • Seller Affiliate means any Affiliate of Seller.

  • 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.

  • Borrower Party Affiliate means, with respect to the Mortgage Loan Borrower, a manager of the Mortgaged Property or an Accelerated Mezzanine Loan Lender, (a) any other Person controlling or controlled by or under common control with such Mortgage Loan Borrower, manager or Accelerated Mezzanine Loan Lender, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such Mortgage Loan Borrower, manager or Accelerated Mezzanine Loan Lender, as applicable. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

  • Permitted Affiliate means with respect to any Person (a) any Person that directly or indirectly controls such Person, and (b) any Person which is controlled by or is under common control with such controlling Person. As used in this definition, the term “control” of a Person means the possession, directly or indirectly, of the power to vote eighty percent (80%) or more of any class of voting securities of such Person or to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

  • Affiliate Contract means any Contract between a Party, on one hand, and one or more of such Party’s Affiliate(s), on the other hand.

  • Nonprofit entity means any entity organized and operated exclusively for charitable purposes, or operated by the Federal Government, the State, or any political subdivision of the State.

  • Restricted Group means, collectively the Company, its subsidiaries, the members of the Sponsor Group and their respective Affiliates.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • License Subsidiary has the meaning assigned to such term in Section 6.11.

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

  • Business entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions.

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

  • Restricted Entity means (a) the Borrower and (b) each Restricted Subsidiary.

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