Qualifying Investment Affiliate definition

Qualifying Investment Affiliate means any Subsidiary or Investment Affiliate with respect to which (i) the Borrower directly or indirectly through one of its 90% or more owned Subsidiaries has management control and (ii) the sale or financing of any Property owned by such entity is substantially controlled by Borrower, subject to customary provisions set forth in the organizational documents of such entity with respect to refinancing or rights of first refusal or first offer granted to other members of such entity. For purposes of the preceding sentence, the sale or financing of a Property owned by a Qualifying Investment Affiliate shall be deemed to be substantially controlled by Borrower if Borrower directly or indirectly through one of its 90% or more owned Subsidiaries has the ability to exercise a buy/sell right in the event of a disagreement regarding the sale or financing of such Property and such buy/sell provision is consistent with the following guidelines for the purchase/sale of a Person's ownership interest in such entity or a Property owned by such entity:
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Qualifying Investment Affiliate means (a) any Subsidiary or Investment Affiliate with respect to which (i) the Borrower or one of its Wholly-Owned Subsidiaries has management control of the Subsidiary or Investment Affiliate and each of its assets and (ii) the Borrower or such Wholly-Owned Subsidiary, as the case may be, is not subject to restrictions contained in the organizational documents of any of such entities (or any such restrictions have expired) on its ability to sell or finance the real property owned by such Subsidiary or Investment Affiliate or its interest in the Subsidiary or Investment Affiliate, and (b) CenterPoint Realty Services Corporation ("CRS"), (c) CenterPoint Realty Management Corporation, (d) CP Realty Management Co. I, and (e) CenterPoint X'Xxxx Limited Liability Company provided that the entities described in clauses (b) through (e) inclusive do not materially change the nature of their current business or operations.
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Qualifying Investment Affiliate means (a) any Subsidiary or Investment Affiliate with respect to which (i) the Borrower or one of its Wholly-Owned Subsidiaries has management control of the Subsidiary or Investment Affiliate and each of its assets and (ii) the Borrower or such Wholly-Owned Subsidiary, as the case may be, is not subject to restrictions contained in the organizational documents of any of such entities (or any such restrictions have expired) on its ability to sell or finance the real property owned by such Subsidiary or Investment Affiliate or its interest in the Subsidiary or Investment Affiliate, and (b) CRS, (c) CenterPoint Equipment Capital Corporation, (d) CDC, (e) CenterPoint Resources Corporation, (f) CenterPoint Realty Management Corporation (g) CP Realty Management Co. I, and (h) CenterPoint X'Xxxx Limited Liability Company, provided that the entities described in clauses (b) through (h) inclusive do not materially change the nature of their current business or operations. In no event shall a Subsidiary or Investment Affiliate be a Qualifying Investment Affiliate if it has Indebtedness that is recourse to the Subsidiary or Investment Affiliate (excluding Indebtedness that is recourse to the Subsidiary or Investment Affiliate only for customary non-recourse carve-outs).
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Examples of Qualifying Investment Affiliate in a sentence

  • As of the date hereof, the manager of each Property is the Borrower or a Qualifying Investment Affiliate.

  • The Properties (other than the Non-industrial Properties) shall at all times be managed by the Borrower or a Qualifying Investment Affiliate.

  • Neither it nor any Subsidiary or Qualifying Investment Affiliate is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any agreement to which it is a party, which default could have a Material Adverse Effect, or (ii) except as disclosed on Schedule 9 any agreement or instrument evidencing or governing Indebtedness.

  • The Borrower will give, and will cause each of its Subsidiaries and each Qualifying Investment Affiliate to give, prompt notice in writing to the Lenders of the occurrence of any Default or Unmatured Default and of any other development, financial or otherwise, which could be reasonably likely to have a Material Adverse Effect.

  • Neither the Borrower nor the General Partner will, nor will they permit any Subsidiary (other than a Qualifying Investment Affiliate) to, merge or consolidate with or into any other Person, except that if no Default shall occur after giving effect to such merger, a Subsidiary may merge into the Borrower or another Subsidiary, and Borrower or General Partner may enter into a merger in which such entity is the survivor.

  • There are no judgments, decrees, or orders of any kind against Borrower, its Subsidiaries or any Qualifying Investment Affiliate unpaid of record which would have a Material Adverse Effect.

  • SCHEDULE 1 hereto contains an accurate list of all of the presently existing Subsidiaries and Investment Affiliates of Borrower, setting forth their respective jurisdictions of formation, the percentage of their respective Capital Stock owned by it or its Subsidiaries, Properties owned and a description or its business and with respect to Investment Affiliates, whether such Investment Affiliate constitutes a Qualifying Investment Affiliate.

  • Borrower agrees that it shall, within ten (10) days after receipt of written notice that any Indebtedness aggregating $5,000,000 or more of Borrower or any Subsidiary or Qualifying Investment Affiliate has been accelerated, provide written notice to the Administrative Agent of such acceleration.

  • Except as set forth on Schedule 7, there is no litigation, arbitration, governmental investigation or proceeding pending or, to the knowledge of any of its officers, threatened in a writing received by Borrower, a Subsidiary, or a Qualifying Investment Affiliate, against or affecting the Borrower or any of its Subsidiaries or Investment Affiliates which, if adversely determined, would have a Material Adverse Effect.

  • Except as set forth on Schedule 7, there is no litigation, arbitration, governmental investigation or proceeding pending or, to the knowledge of any of its officers, threatened in a writing received by Borrower, a Subsidiary, a Qualifying Investment Affiliate or a Special Qualifying Investment Affiliate, against or affecting the Borrower or any of its Subsidiaries or Investment Affiliates which, if adversely determined, would have a Material Adverse Effect.


More Definitions of Qualifying Investment Affiliate

Qualifying Investment Affiliate means (a) any Subsidiary or Investment Affiliate with respect to which (i) the Borrower or one of its Wholly-Owned Subsidiaries has management control of the Subsidiary or Investment Affiliate and each of its assets and (ii) the Borrower or such Wholly-Owned Subsidiary, as the case may be, is not subject to restrictions contained in the organizational documents of any of such entities (or any such restrictions have expired) on its ability to sell or finance the real property owned by such Subsidiary or Investment Affiliate or its interest in the Subsidiary or Investment Affiliate, and (b) CRS, (c) CenterPoint Equipment Capital Corporation, an Illinois corporation, (d) CDC, (e) CenterPoint Resources Corporation, an Illinois corporation, (f) CenterPoint Realty Management Corporation, (g) CP Realty Management Co. I, and (h) CenterPoint X'Xxxx Limited Liability Company provided that the entities described in clauses (b) through (e) inclusive do not materially change the nature of their current business or operations and Borrower retains a direct or indirect 95% or more ownership interest in such entities. In no event shall a Subsidiary or Investment Affiliate be a Qualifying Investment Affiliate if it has Indebtedness which is recourse to the Subsidiary or Investment Affiliate other than Indebtedness to the Borrower.
Sample 1
Qualifying Investment Affiliate means any Subsidiary or Investment Affiliate with respect to which (i) the Borrower or one of its Wholly-Owned Subsidiaries has management control of the Subsidiary or Investment Affiliate and each of its assets and (ii) the Borrower or such Wholly-Owned Subsidiary, as the case may be, is not subject to restrictions contained in the organizational documents of any of such entities (or any such restrictions have expired) on its ability to sell or finance the real property owned by such Subsidiary or Investment Affiliate or its interest in the Subsidiary or Investment Affiliate. In no event shall a Subsidiary or Investment Affiliate be a Qualifying Investment Affiliate if it has Indebtedness that is recourse to the Subsidiary or Investment Affiliate (excluding Indebtedness that is recourse to the Subsidiary or Investment Affiliate only for customary non-recourse carve-outs).
Sample 1

Related to Qualifying Investment Affiliate

  • Investment Affiliate means any Person in which the Consolidated Group, directly or indirectly, has a ten percent (10%) or greater ownership interest, whose financial results are not consolidated under GAAP with the financial results of the Consolidated Group.

  • Control Investment Affiliate as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

  • Qualifying investment means a capital investment in real property including the purchase price of land and existing buildings and structures, site preparation, improvements to the real property, building construction, and long-term lease costs. “Qualifying investment” also means a capital investment in depreciable assets.

  • Controlled Investment Affiliate means, as to any Person, any other Person, other than any Investor, which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the Issuer and/or other companies.

  • qualifying interest means the aggregate interest, discount or original issue discount receivable by a resident individual in any year of income

  • Parent Affiliate means any Person under common control with any of the Parent Entities within the meaning of Section 414(b), Section 414(c), Section 414(m) or Section 414(o) of the Code, and the regulations issued thereunder.

  • Qualified equity investment means any equity investment in, or long-term debt security issued by, a qualified community development entity that:

  • Qualifying Equity Interests means Equity Interests of the Company other than Disqualified Stock.

  • Non-Investment Personnel means any Employee that does not meet the definition of Investment Personnel as listed above.

  • Special Purpose Investment Personnel means each SEI Access Person who, in connection with his or her regular functions (including, where appropriate, attendance at Board meetings and other meetings at which the official business of a Trust or any Fund thereof is discussed or carried on), obtains contemporaneous information regarding the purchase or sale of a Security by a Fund. Special Purpose Investment Personnel shall occupy this status only with respect to those Securities as to which he or she obtains such contemporaneous information.

  • Agent Affiliates as defined in Section 10.1(b)(iii).

  • Investment Person means all Portfolio Managers of Loomis Sayles and other Advisory Persons who assist the Portfolio Managers in making and implementing investment decisions for an Investment Company or other client of Loomis Sayles, including, but not limited to, designated Research Analysts and traders of Loomis Sayles. A person is considered an Investment Person only as to those client accounts or types of client accounts as to which he or she is designated by Personal Trading Compliance or the Chief Compliance Officer as such. As to other accounts, he or she is simply an Access Person.

  • Qualified Affiliate means an Affiliate of a Lender who has executed and delivered to the Administrative Agent an instrument of adhesion in the form set forth in Schedule J.

  • Fixed Investor Percentage means, with respect to any Monthly Period, the percentage equivalent of a fraction, the numerator of which is the Investor Interest as of the close of business on the last day of the Revolving Period and the denominator of which is the greater of (a) the aggregate amount of Principal Receivables in the Trust determined as of the close of business on the last day of the prior Monthly Period and (b) the sum of the numerators used to calculate the Investor Percentages (as such term is defined in the Agreement) for allocations with respect to Principal Receivables for all outstanding Series on such date of determination; provided, however, that with respect to any Monthly Period in which an Addition Date occurs or in which a Removal Date occurs on which, if any Series has been paid in full, Principal Receivables in an aggregate amount approximately equal to the initial investor interest of such Series are removed from the Trust, the denominator determined pursuant to clause (a) hereof shall be (i) the aggregate amount of Principal Receivables in the Trust as of the close of business on the last day of the prior Monthly Period for the period from and including the first day of such Monthly Period to but excluding the related Addition Date or Removal Date and (ii) the aggregate amount of Principal Receivables in the Trust as of the beginning of the day on the related Addition Date or Removal Date after adjusting for the aggregate amount of Principal Receivables added to or removed from the Trust on the related Addition Date or Removal Date, for the period from and including the related Addition Date or Removal Date to and including the last day of such Monthly Period.

  • 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.

  • Performing Non-Cash Pay Mezzanine Investments means Performing Mezzanine Investments other than Performing Cash Pay Mezzanine Investments.

  • Family of Investment Companies as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).

  • Permitted Affiliate Transactions means the following:

  • Investment Company Event means the receipt by the Debenture Issuer and the Trust of an opinion of counsel experienced in such matters to the effect that, as a result of the occurrence of a change in law or regulation or written change (including any announced prospective change) in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that the Trust is or, within 90 days of the date of such opinion, will be considered an Investment Company that is required to be registered under the Investment Company Act which change or prospective change becomes effective or would become effective, as the case may be, on or after the date of the issuance of the Debentures.

  • Related Entity Disposition means the sale, distribution or other disposition by the Company, a Parent or a Subsidiary of all or substantially all of the interests of the Company, a Parent or a Subsidiary in any Related Entity effected by a sale, merger or consolidation or other transaction involving that Related Entity or the sale of all or substantially all of the assets of that Related Entity, other than any Related Entity Disposition to the Company, a Parent or a Subsidiary.

  • Qualifying Asset in relation to any Project Financing means:

  • Qualified Equity Interest means, with respect to any Person, any Equity Interest of such Person that is not a Disqualified Equity Interest.

  • Qualified GIC A guaranteed investment contract or surety bond providing for the investment of funds in the Custodial Account and insuring a minimum, fixed or floating rate of return on investments of such funds, which contract or surety bond shall:

  • Bona Fide Debt Fund means any fund or investment vehicle that is primarily engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and other similar extensions of credit in the ordinary course.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds.