SP Subsidiary definition

SP Subsidiary means an entity selected by the General Partner which shall be wholly-owned (directly or indirectly) by the Partnership, the purpose of which is limited to acquiring, financing, holding for investment, preserving, managing, operating, improving, leasing, selling, exchanging, transferring and otherwise using or disposing of a Qualified Asset or Qualified Assets.
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SP Subsidiary means an entity selected by the Manager and approved by the Members which shall be wholly-owned by the Company, the purpose of which is limited to acquiring, financing, holding for investment, preserving, managing, operating, improving, leasing, selling, exchanging, transferring and otherwise using or disposing of a Property or Properties.
Sample 1
SP Subsidiary means (i) a limited partnership which shall be wholly-owned (directly or indirectly) by the Partnership, the purpose of which is limited to acquiring, financing, holding for investment, preserving, managing, operating, improving, leasing, selling, exchanging, transferring and otherwise using or disposing of a Qualified Property or Qualified Properties and (ii) a limited liability company, wholly-owned by the Partnership, the purpose of which is limited to serving as the general partner of a limited partnership satisfying the conditions of clause (i) of this definition. Except as otherwise provided in Section 3.4(iv) of this Agreement, the limited partnership agreement for each SP Subsidiary that is a limited partnership shall be substantially in the form of Exhibit D-1 attached hereto, and the limited liability company agreement for each SP Subsidiary that is a limited liability company shall be substantially in the form of Exhibit D-2 attached hereto.
Sample 1

Examples of SP Subsidiary in a sentence

  • Upon the acquisition of any Approved Qualified Asset by the Partnership or by an SP Subsidiary (including any Approved Qualified Asset contributed in whole or in part by LMLP to the Partnership), pursuant to this Section 3.6, Inland shall pay LMLP GP or the Asset Manager an acquisition fee (the “Acquisition Fee”) equal to the sum of the gross purchase price of such acquired Approved Qualified Asset multiplied by 0.425%.

  • Without the prior written consent of all Partners of the Partnership, neither the Partnership not any SP Subsidiary shall purchase separate insurance concurrent in form or contributing in the event of loss, with the insurance required hereunder.

  • The policy shall be endorsed to include the SP Subsidiary, the Partnership, the lender and each Partner thereof as an additional insured subject to the benefits stipulated under subsection (i)(iv) hereof.

  • The policy shall further provide that, in the event of a total or constructive total loss, the Partnership or SP Subsidiary shall not be unreasonably restricted from applying the proceeds to the re-building of the improvements at such other location as the Partnership shall elect.

  • The Partnership or the applicable SP Subsidiary shall be solely responsible for, and promptly pay when due, any and all premiums on all such insurance.

  • Such insurance will be endorsed as primary and non-contributory with any other insurance available to the SP Subsidiary, the Partnership, the lender and each Partner.

  • An acquisition of a Approved Qualified Asset shall be made through SP Subsidiaries utilizing the SP Subsidiary Agreements.

  • The Partnership shall maintain, after substantial completion of any above-ground improvements, rent loss/business interruption insurance sufficient to prevent the Partnership or the SP Subsidiary from being a coinsurer under the terms of the policy, and in an amount equal to twelve months’ projected gross income from the Qualified Asset.

  • The Partnership or the SP Subsidiary shall maintain, after substantial completion of any above-ground improvements, boiler and machinery insurance covering physical damage to the Qualified Asset and to the major components of any central heating, air conditioning or ventilation systems, and such other equipment as is usual for similar properties in the area.

  • Leasehold interest Xxxx Corporation 00000 Xxxxxxxx Xxxxxxxxx, Xxx Xxxxx, Xxxxxxxx $11,805,918.47 100% interest in to be formed SP Subsidiary Lexington Dry Ridge Corp.


More Definitions of SP Subsidiary

SP Subsidiary means (i) a limited partnership which shall be wholly-owned (directly or indirectly) by the Partnership, the purpose of which is limited to acquiring, financing, holding for investment, preserving, managing, operating, improving, leasing, selling, exchanging, transferring and otherwise using or disposing of a Qualified Property or Qualified Properties and (ii) a limited liability company, wholly-owned by the Partnership, the purpose of which is limited to serving as the general partner of a limited partnership satisfying the conditions of clause (i) of this definition. The limited partnership agreement for each SP Subsidiary that is a limited partnership, and the limited liability company agreement for each SP Subsidiary that is a limited liability company, shall be subject to the approval of the General Partners (which approval will not be unreasonably withheld, conditioned or delayed).
Sample 1
SP Subsidiary means Standard & Poor’s Financial Services LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company.”
Sample 1

Related to SP Subsidiary

  • 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.

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

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • Subsidiary means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

  • 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.

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

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

  • Non-U.S. Subsidiary means any Subsidiary that is not a U.S. Subsidiary.

  • Operating Subsidiary means a majority-owned subsidiary of a financial

  • Parent Subsidiary means any Subsidiary of Parent.

  • Controlled Subsidiary means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

  • Inactive Subsidiary means any Subsidiary of a Borrower that (a) does not conduct any business operations, (b) has assets with a total book value not in excess of $1,000,000 and (c) does not have any Indebtedness outstanding.

  • Joint Venture Subsidiary means a Subsidiary of the Company or any of its Subsidiaries that has no assets and conducts no operations other than its ownership of Equity Interests of a Joint Venture.

  • Current Subsidiary means any Person in which the Company on the Subscription Date, directly or indirectly, (i) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and all of the foregoing, collectively, “Current Subsidiaries”.

  • Material Domestic Subsidiary means any Domestic Subsidiary that is a Material Subsidiary.

  • UK Subsidiary means a Subsidiary organized under the laws of England and Wales.

  • Excluded Subsidiary means (a) any Subsidiary that is not a wholly-owned direct or indirect Domestic Subsidiary of Holdings, (b) any Subsidiary that is prohibited or restricted by applicable Law or by Contractual Obligations permitted by this Agreement in existence at the time of acquisition of such Subsidiary but not entered into in contemplation thereof, from guaranteeing the Obligations or if guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization, unless such consent, approval, license or authorization has been received, or for which the provision of a Guarantee would result in material adverse tax consequences to the Borrower or one of its subsidiaries as reasonably determined by the Borrower and agreed in writing by the Administrative Agent, (c) any other Subsidiary with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the burden or cost of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (d) any not-for-profit Subsidiaries or captive insurance Subsidiaries, (e) any Unrestricted Subsidiaries, (f) any Securitization Subsidiary, (g) any direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary of Holdings that is a CFC, (h) any direct or indirect Domestic Subsidiary of Holdings that is a FSHCO, (i) [reserved], (j) captive insurance Subsidiaries, (k) any Subsidiary that is not a Material Subsidiary and (l) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other Investment that has assumed secured Indebtedness permitted under Section 7.03(g)(i) and not incurred in contemplation of such Permitted Acquisition or other Investment, in each case to the extent such secured Indebtedness prohibits such Subsidiary from becoming a Guarantor (so long as such prohibition is not incurred in contemplation of such Permitted Acquisition or other Investment). For the avoidance of doubt, the Borrower shall not constitute an Excluded Subsidiary.

  • Excluded Entity means each of the Hong Kong Disneyland Entities, the Shanghai Project Entities and the Specified Project Entities.

  • Major Subsidiary means a subsidiary of an issuer if

  • Subsidiaries means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

  • Eligible Subsidiary means each Subsidiary of the Parent set forth on Exhibit A hereto, as the same may be updated from time to time with Laurus’ written consent.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

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

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Borrower.

  • Project Subsidiary means any Subsidiary of the Company held for the purpose of holding, constructing or acquiring power generation facilities or related or ancillary assets or properties and any Subsidiary of the Company whose assets consist primarily of equity interests in one or more other Project Subsidiaries; provided that a Subsidiary will cease to be a Project Subsidiary if it Guarantees any Indebtedness of the Company other than obligations of the Company related to Project Debt of one or more Project Subsidiaries.

  • SBIC Subsidiary means any Subsidiary of the Borrower (or such Subsidiary’s general partner or manager entity) that is (x) either (i) a “small business investment company” licensed by the SBA (or that has applied for such a license and is actively pursuing the granting thereof by appropriate proceedings promptly instituted and diligently conducted) under the Small Business Investment Act of 1958, as amended, or (ii) any wholly-owned, direct or indirect, Subsidiary of an entity referred to in clause (x)(i) of this definition, and (y) designated in writing by the Borrower (as provided below) as an SBIC Subsidiary, so long as: