Controlled Joint Venture definition
Controlled Joint Venture means a Subsidiary of the Borrower (the “Specified Subsidiary”) that (a) is organized under the laws of the United States or a state thereof or the District of Columbia (and each Subsidiary of the Borrower that directly or indirectly owns any Equity Interests in the Specified Subsidiary is also organized under the laws of the United States or a state thereof or the District of Columbia), (ii) owns or ground leases a Property (either directly or through a Controlled Joint Venture Subsidiary), (iii) is not a borrower or guarantor of, or otherwise obligated in respect of, any Recourse Indebtedness, (iv) is not a Wholly Owned Subsidiary of the Borrower and (v) is controlled by the Borrower or a Guarantor (or, following the Investment Grade Release, the Borrower or a Wholly Owned Subsidiary of the Borrower that is not a borrower or guarantor of, or otherwise obligated in respect of, any Recourse Indebtedness). For purposes of this definition, a Subsidiary of the Borrower is “controlled” by a Person if such Person has the right to exercise exclusive control over any disposition, refinancing and operating activity of any Unencumbered Eligible Property owned or ground leased by such Subsidiary (including the making of Restricted Payments on a ratable basis to the owners thereof), without the consent of any other Person (other than (i) the Borrower or (ii) any Subsidiary of the Borrower, as long as such Subsidiary does not need the consent of any minority equity holder thereof to consent to any such disposition, refinancing or operating activity (including the making of Restricted Payments on a ratable basis to the owners thereof).
Controlled Joint Venture means any (a) Unconsolidated Affiliate in which the Parent Guarantor or any of its Subsidiaries (i) holds a majority of Equity Interests and (ii) after giving effect to all buy/sell provisions contained in the applicable constituent documents of such Unconsolidated Affiliate, controls all material decisions of such Unconsolidated Affiliate, including without limitation the financing, refinancing and disposition of the assets of such Unconsolidated Affiliate, or (b) Subsidiary of the Operating Partnership that is not a Wholly-Owned Subsidiary.
Controlled Joint Venture means a Subsidiary of the Company that (i) is organized under the laws of the United States of America or any State thereof (and each Subsidiary of the Company that directly or indirectly owns any Equity Interests in such Subsidiary that is also organized under the laws of the United States of America or any State thereof), (ii) is not (and is not required to be) a Guarantor, (iii) is not a Wholly-Owned Subsidiary, and (iv) is controlled by a Note Party (or following a Permitted Subsidiary Guarantor Release any Note Party or any Wholly-Owned Subsidiary of the Company). For purposes of this definition, a Subsidiary of the Company is “controlled” by a Person if such Person has the right to exercise exclusive control over any disposition, refinancing and operating activity of any Unencumbered Portfolio Property owned or ground leased by such Subsidiary without the consent of any other Person (other than (i) the Company or (ii) any Subsidiary of the Company, as long as such Subsidiary does not need the consent of any minority equity holder thereof to consent to any disposition, refinancing or operating activity).
Examples of Controlled Joint Venture in a sentence
Borrower shall make, and shall cause each Controlled Borrower Entity and Controlled Joint Venture Entity to make, repairs, renewals, or replacements to keep such Person's properties in good working condition.
Borrower shall comply, and shall cause each Controlled Borrower Entity and Controlled Joint Venture Entity to comply, with the laws (including any fictitious name statute), regulations, and orders of any government body with authority over such Person's business.
Borrower shall maintain, or cause to be maintained, insurance in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which Borrower and the Controlled Borrower Entities and Controlled Joint Venture Entities operate and maintain such other insurance and coverages as may be reasonably required by Agent.
Notwithstanding the foregoing, Subsidiaries that are not Domestic Subsidiaries and joint ventures that are not Controlled Joint Ventures which own or lease Unencumbered Controlled Joint Venture Properties will not be required to act as Guarantors.
The Parent and the Borrower shall not, and shall not permit any other Subsidiary, other Controlled Joint Venture Subsidiary or other Loan Party to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.
More Definitions of Controlled Joint Venture
Controlled Joint Venture means any joint venture, partnership or similar arrangement (i) in which the Company or any Restricted Subsidiary, directly or indirectly, owns at least 20% or more of the Equity Interests of such Person and (ii) as to which the Company, directly or indirectly through one or more Restricted Subsidiaries, exercises day-to-day management control, including Non-Wholly Owned Subsidiaries.
Controlled Joint Venture means a Subsidiary of the Borrower (the “Designated Subsidiary”) that meets each of the following requirements: (i) the Designated Subsidiary owns or ground leases a Property (the “Designated Property”); (ii) the Borrower (either directly or through Wholly Owned Subsidiaries thereof that are not Controlled Joint Ventures) (A) owns 100% of all voting Equity Interests in the Designated Subsidiary, (B) has exclusive operational control over the Designated Property and the Designated Subsidiary, including the ability to cause the Designated Subsidiary to Dispose of, grant Liens in, or otherwise encumber the Designated Property and other assets, incur, repay and prepay Indebtedness, provide Guarantees and make Restricted Payments, in each case without any requirement for the consent of any other Person; and (iii) no Person other than the Borrower is entitled to receive any distributions or other payments from the Designated Subsidiary except upon Disposition of the Designated Property.
Controlled Joint Venture means a Subsidiary of the Company that (i) is organized under the laws of the United States of America or any State thereof (and each Subsidiary of the Company that directly or indirectly owns any Equity Interests in such Subsidiary that is also organized under the laws of the United States of America or any State thereof), (ii) is not (and is not required to be) a Guarantor, (iii) is not a Wholly‑Owned Subsidiary, and (iv) is controlled by a Note Party (or following a Permitted Subsidiary Guarantor Release any Note Party or any Wholly‑Owned Subsidiary of the Company). For purposes of this definition, a Subsidiary of the Company is “controlled” by a Person if such Person has the right to exercise exclusive control over any disposition, refinancing and operating activity of any Unencumbered Portfolio Property owned or ground leased by such Subsidiary without the consent of any other Person (other than (i) the Company or (ii) any Subsidiary of the Company, as long as such Subsidiary does not need the consent of any minority equity holder thereof to consent to any disposition, refinancing or operating activity).
Controlled Joint Venture means each Permitted Joint Venture for which the MLP and its Affiliates own, in the aggregate, fifty percent (50%) or more of the Voting Stock of such Permitted Joint Venture.
Controlled Joint Venture means a Subsidiary of the Borrower (the “Specified Subsidiary”) that (a) is organized under the laws of the United States or a state thereof or the District of Columbia (and each Subsidiary of the Borrower that directly or indirectly owns any Equity Interests in the Specified Subsidiary is also organized under the laws of the United States or a state thereof or the District of Columbia), (b) owns or ground leases a Property (either directly or through a Controlled Joint Venture Subsidiary), and the sale or financing of such Property is substantially controlled by the Borrower or a Wholly-Owned Subsidiary of the Borrower, subject to customary provisions set forth in the organizational documents of the Specified Subsidiary with respect to refinancings or rights of first refusal granted to other equity holders of the Specified Subsidiary and (c) is not a Wholly-Owned Subsidiary of the Borrower. For purposes of the preceding sentence, the sale or financing of a Property owned or ground leased by a Specified Subsidiary (either directly or through a Controlled Joint Venture Subsidiary) shall be deemed to be substantially controlled by the Borrower or a Wholly-Owned Subsidiary of the Borrower if the Borrower or such Wholly-Owned Subsidiary has the ability to exercise a buy-sell right in the event of a disagreement regarding the sale or financing of such Property and pursuant to such exercise cause such Property to be owned or ground leased directly by the Borrower or a Wholly-Owned Subsidiary of the Borrower.
Controlled Joint Venture means a Subsidiary of the Borrower that (a) is organized under the laws of a state of the United States or the District of Columbia (and each Subsidiary of the Borrower that directly or indirectly owns any Equity Interests in such Subsidiary is also organized under the laws of a state of the United States or the District of Columbia), (b) is not a Wholly Owned Subsidiary of the Borrower and (c) is controlled by a Wholly Owned Subsidiary of the Borrower that is not a borrower or guarantor of, or otherwise does not have a payment obligation in respect of, any Indebtedness for borrowed money that constitutes Recourse Indebtedness. For purposes of this definition, a Subsidiary of the Borrower is “controlled” by a Person if such Person has the right to exercise exclusive control over any disposition, refinancing and operating activity of any Unencumbered Portfolio Property owned or ground leased by such Subsidiary without the consent of any other Person (other than (i) the Borrower or (ii) any Subsidiary of the Borrower, as long as such Subsidiary does not need the consent of any minority equity holder thereof to consent to any disposition, refinancing or operating activity).
Controlled Joint Venture means any joint venture, partnership or similar arrangement (i) in which Foster Wheeler LLC or any Restricted Subsidiary, directly or indirectly, owns at least 20% or more of the Equity Interests of such Person and (ii) as to which Foster Wheeler LLC, directly or indirectly through one or more Restricted Subsidiaries, exercises day-to-day management control, including Non-Wholly Owned Subsidiaries.