Playa Affiliate definition

Playa Affiliate means (A) (i) CA-Playa Vista Water’s Edge Limited Partnership, a Delaware limited partnership, (ii) XxXxxxx Partners SCS, Inc., a Delaware corporation, and (iii) XxXxxxx Partners-PV Investor Partnership, L.P., California limited partnership, (iv) XxXxxxx Properties Inc., a Maryland corporation, (v) Equity Office Properties Trust, and (vi) XxXxxxx Partners Ltd., a California limited partnership (each of (i)-(vi), a “Playa Member”), or (B) an entity which is controlled by, controls or is under common control with Playa or any Playa Member, or (C) an entity which merges with or acquires or is acquired by Playa or Playa Member or a parent, subsidiary or member of Playa or any Playa Member, provided that if any entity acquires or merges with Playa (and such entity is not otherwise a Playa Affiliate under items (A) or (B) of this Section 1.7), such acquiring entity after the acquisition or merger shall not be deemed a Playa Affiliate if the acquiring entity, or any of its affiliates, in connection with such acquisition, or merger does not acquire any other material assets of any Playa Members, or (D) a transferee of substantially all of the assets of Playa or any Playa Member, provided that if any entity acquires Playa, (and such entity is not otherwise a Playa Affiliate under items (A) or (B) of this Section 1.7) such acquiring entity after the acquisition shall not be deemed a Playa Affiliate if the acquiring entity or any of its affiliates, in connection with such acquisition does not acquire any other material assets of any Playa Members.
Sample 1

Examples of Playa Affiliate in a sentence

  • But far from progressive, these ideas and practices and were fundamentally essentialist and social Darwinist.

  • Executive shall deliver to Playa Resorts or the Playa Affiliates, as applicable, all documents and other tangibles (including diskettes and other storage media) containing the Proprietary Information(x) at any time upon request by the Playa Resorts Board or the applicable Playa Affiliate during his Employment Period and (y) immediately upon termination of the Employment Period.

  • This Final Report presents the findings of a lawyers' survey which America- Mideast Educational and Training Services, Inc.

  • Indirect construction costs actually expended by Playa or a Playa Affiliate which were directly related to the construction of Phase I for entitlements, permits and fees, architecture, engineering, inspections, site supervision, construction trailer and security and other similar or related costs.

  • With the use of WBS it is possible to find the smallest manageable unit to be distilled from a large process analysis.As told PFD level 2 and 3 visualise a process with all its important elements.

  • The out-of-pocket transaction costs paid by Playa or a Playa Affiliate to Unaffiliated Third Parties (defined below) which were directly related to acquiring the Playa Project, such as title insurance and endorsements, legal fees, easement costs, due diligence costs and market studies and other similar or related costs.

  • On-site and off-site improvement costs actually expended by Playa or a Playa Affiliate which were directly related to Phase I for engineering, consultants, bonds, grading, wet utilities, dry utilities, street improvements, walls and fences, landscaping, and any other facilities located in Phase I and other similar or related costs.

  • For the avoidance of doubt, Executive may be appointed, removed and reappointed to or from executive and directorship positions of any Playa Affiliate and any such action, other than a removal of Executive as an executive of Playa Resorts shall not constitute a termination of Executive under this Agreement.

  • Any actual or imputed interest charges, loan fees, points, commitment fees and other costs required to be paid by Playa or a Playa Affiliate to obtain any actual or imputed debt or equity directly related to the acquisition of Phase I, the development of Phase I, or the operation of Phase I.

  • Other cash inflow/outflows from investing activities Cash flows from financing activitiesFinancing activities are activities that result in changes in the size and composition of the contributed equity share capital and borrowings of the entity.

Related to Playa Affiliate

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

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

  • 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.

  • Plan Affiliate means any other Person with whom the First Person constitutes or has constituted all or part of a controlled group, or which would be treated or have been treated with the First Person as under common control or whose employees would be or have been treated as employed by the First Person, under Section 414 of the Code or Section 4001(b) of ERISA and any regulations, administrative rulings and case law interpreting the foregoing.

  • 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 15% 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.

  • Affiliated Entity means any entity controlling, controlled by, or under common control with an Insured.

  • Affiliated Group means any affiliated group within the meaning of Section 1504(a) of the Code or any similar group defined under a similar provision of state, local or foreign law.

  • Management Company Employee means an individual employed by a Person providing management services to the Company which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a Person engaged in Investor Relations Activities;

  • BNY Affiliate means any office, branch or subsidiary of The Bank of New York Company, Inc.

  • U.S. Affiliate means an Agent’s duly registered broker-deal affiliate in the United States;

  • Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. 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.

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

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

  • Related Company means any entity that is directly or indirectly controlled by, in control of or under common control with the Company.

  • Affiliated Company means any company controlled by, controlling or under common control with the Company.

  • Controlling Affiliate means an Affiliate that directly or indirectly Controls the Hotel and/or Controls the entity that Controls the Hotel.

  • Downstream Affiliate means an entity whose outstanding Voting Shares were, at the date of issuance of the Qualifying Guarantee, more than 50 per cent. owned, directly or indirectly, by the Reference Entity.

  • Controlled Affiliates means with respect to any Person, any other Person that directly or indirectly through one or more intermediaries is Controlled by such Person.

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

  • BHC Act Affiliate of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

  • Affiliated Entities means any legal entity, including any corporation, limited liability company, partnership, not-for-profit corporation, estate planning vehicle or trust, which is directly or indirectly owned or controlled by the Stockholder or his or her descendants or spouse, of which such Stockholder or his or her descendants or spouse are beneficial owners, or which is under joint control or ownership with any other person or entity subject to a lock-up agreement regarding the Common Stock with terms substantially identical to this Agreement.

  • Excluded Entity means a corporation or other entity of which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be cast by all of such corporation’s or other entity’s voting securities outstanding immediately after such transaction.

  • Seller Affiliate means any Affiliate of Seller.

  • Company Affiliate means any entity controlled by, in control of, or under common control with, the Company.

  • Screened Affiliate means any Affiliate of a Holder (i) that makes investment decisions independently from such Holder and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder and any other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Company or its Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other Affiliate of such Holder that is acting in concert with such Holder in connection with its investment in the Notes, and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such Holder that is acting in concert with such Holders in connection with its investment in the Notes.

  • Group Business Entity means;