SPE Affiliate definition

SPE Affiliate means with respect to any Person, any other person that, directly or indirectly, controls, is under common control with, or is controlled by that Person. For purposes of this definition, “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct and cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
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SPE Affiliate is defined in Section 9.03.
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SPE Affiliate means a single purpose entity that is a Subsidiary of the Parent or the Borrower formed solely for the purposes of owning real estate other than the Acquired Properties or financing other real estate assets through a collateralized debt obligation which Subsidiary shall have such corporate and capital structure, and have governing documents having such terms and restrictions, as shall be consistent with bankruptcy-remote “special-purpose entities” in the form of Exhibit C attached to the Wachovia Acquisition Facility or otherwise reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, (a) no Subsidiary that owns an Acquired Property shall be an SPE Affiliate and (b) SPE Affiliates shall not be required to have independent directors, and “non-consolidation” opinions.
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Examples of SPE Affiliate in a sentence

  • Buyer, in its sole discretion, may designate that the Buyer SPE Affiliates take title to any of the Project Assets to be acquired hereunder without further consent from Sellers, provided that each Buyer SPE Affiliate shall acknowledge in writing the disclaimer and release set forth in Section 7.1.1 upon or prior to taking title thereto.

  • On the other hand, a claim by Marvel against any SPE Affiliate for copyright infringement with respect to Captain America would not constitute a Subject Claim if, as of the date of the applicable claim, Marvel had never entered into any agreement or business relationship with any SPE Affiliate with respect to Captain America.

Related to SPE Affiliate

  • Remote Affiliate means any person described in Section 57(e) in respect of any Regulated Fund (treating any registered investment company or series thereof as a BDC for this purpose) and any limited partner holding 5% or more of the relevant limited partner interests that would be a Close Affiliate but for the exclusion in that definition.

  • Corporate Affiliate shall have the meaning as set forth in the definition of “Additional Amount Payment” in this Section 1.1.

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

  • 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.

  • Close Affiliate means the Advisers, the Regulated Funds, the Affiliated Funds and any other person described in Section 57(b) (after giving effect to Rule 57b-1) in respect of any Regulated Fund (treating any registered investment company or series thereof as a BDC for this purpose) except for limited partners included solely by reason of the reference in Section 57(b) to Section 2(a)(3)(D).