CPLV Sub definition

CPLV Sub means the newly formed wholly owned unrestricted direct or indirect subsidiaries of PropCo, which on and after the Effective Date will own Caesars Palace-Las Vegas, and which shall lease Caesars Palace-Las Vegas to OpCo or, if there are multiple such subsidiaries, each one will be the sole member of the below subsidiary, with one such subsidiary owning Caesars Palace-Las Vegas and leasing Caesars Palace-Las Vegas to OpCo.
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Examples of CPLV Sub in a sentence

  • On the Effective Date, CPLV Sub shall execute and deliver the CPLV Loan Documents.

  • Subject to the occurrence of the Effective Date, the PropCo First Lien Credit Agreement Documents, PropCo First Lien Notes Documents, and PropCo Second Lien Notes Documents shall constitute legal, valid, and binding obligations of PropCo and its applicable subsidiaries (but not, for the avoidance of doubt, CPLV Sub or CPLV) party thereto and shall be enforceable in accordance with their respective terms.

  • CPLV Holding and CPLV Sub shall each constitute an unrestricted subsidiary of the Issuer on the Closing Date.

  • On or before the Effective Date and after execution and delivery of the CPLV Loan Documents, the CPLV Lender shall lend the CPLV Market Debt to CPLV Sub, and the Debtors shall pay the Cash proceeds from the CPLV Market Debt to the Holders of Prepetition Credit Agreement Claims and the Holders of Secured First Lien Notes Claims pursuant to the terms of the Plan.

  • Subject to customary exceptions, the CPLV Mezz Facility will be secured on a first-priority basis by a pledge of the equity interests in a newly formed holding company that will directly own 100% of CPLV Sub (“CPLV Holding”).

  • Each of Borrower, CPLV Holding (as defined below) and CPLV Sub shall be a special purpose, bankruptcy remote entity satisfactory to the Requisite Consenting Creditors with two (2) independent directors and otherwise complying with all applicable rating agency standards for such entities (a “SPE”).

  • Issuance of CPLV Market Debt CPLV Sub shall use its commercially reasonable efforts to finance $2,600 million of CPLV Debt with third party investors for cash proceeds (the “CPLV Market Debt”) on or before consummation of the Restructuring (with 100% of the net proceeds being used to increase the cash payments to the First Lien Bank Lenders and the First Lien Noteholders).

  • In addition, CPLV Holding and CPLV Sub shall each constitute an unrestricted subsidiary of the Borrower on the Closing Date.

  • The REIT will own and control the general partnership interest of PropCo. Additionally, CPLV Sub, an unrestricted subsidiary of PropCo, will own Caesars Palace-Las Vegas and (together with CPLV Mezz) will issue its own debt, including CPLV Market Debt and/or CPLV Mezzanine Debt.

  • Certain collateral, including mortgages on real property of PropCo and CPLV Sub, will be granted as security after the issue date of the New Debt.

Related to CPLV Sub

  • Merger Sub II has the meaning set forth in the Preamble.

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • CCH Charter Communications Holdings, LLC, a Delaware limited liability company, together with its successors.

  • Borrower LLC Agreement means the amended and restated limited liability company agreement of the Borrower, dated August 4, 2020, as amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof.

  • Parent Organizational Documents means the certificate of incorporation, bylaws (or equivalent organizational or governing documents), and other organizational or governing documents, agreements or arrangements, each as amended to date, of each of Parent and Acquisition Sub.

  • Merger Subsidiary shall have the meaning set forth in the preamble to this Agreement.

  • SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.

  • Merger Sub I has the meaning set forth in the Preamble.

  • New Parent shall have the meaning assigned to such term in the definition of the term “Change in Control”.

  • 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.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Reorganized Company means the Company, as reorganized pursuant to and under the Plan, on and after the Effective Date, or any successor or assign thereof.

  • CEC means the California Energy Commission or its successor agency.

  • Borrower Partnership Agreement means the Limited Partnership Agreement of the Borrower dated as of January 17, 2014 as such agreement may be amended, restated, modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10.

  • ETP means Energy Transfer Partners, L.P., a Delaware limited partnership.

  • Merger Sub has the meaning set forth in the Preamble.

  • MergerSub has the meaning set forth in the Preamble.

  • New Holdco means the direct or indirect Subsidiary of the Ultimate Parent following the Post-Closing Reorganizations.

  • MergerCo has the meaning set forth in the Preamble.

  • IDI Subsidiary means any Issuer Subsidiary that is an insured depository institution.

  • Natural parent means a minor's biological or adoptive parent, and includes the minor's noncustodial parent.

  • Common parent, as used in this provision, means that corporate entity that owns or controls an affiliated group

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

  • New Organizational Documents means the documents providing for corporate governance of New Valaris Holdco and the Reorganized Debtors, including charters, bylaws, operating agreements, or other organizational documents or shareholders’ agreements, as applicable, consistent with section 1123(a)(6) of the Bankruptcy Code (as applicable).