Specified Parent definition

Specified Parent means (i) with respect to the Private Owner, (x) unless clause (i)(y) is applicable, Lennar Corporation, a Delaware Corporation, and Rialto Capital Management, LLC, a Delaware limited liability company, including on a collective basis, or (y) any other Person or Persons that the Private Owner and the Initial Member may agree from time to time shall be designated as the “Specified Parent” for purposes of this Agreement; and (ii) with respect to the Servicer shall mean any Person or Persons that the Manager and the Initial Member may agree from time to time shall be designated as the “Specified Parent” with respect to the Servicer; provided, that, for any such Servicer, the Manager shall cause its initial Specified Parent (as approved by Manager and the Initial Member) to be expressly specified in the applicable Servicing Agreement.

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Specified Parent means (a) with respect to the Private Owner, (i) subject to clause (a)(ii), each of The Community Preservation Corporation, a New York not-for-profit corporation, and Related Real Estate Fund III, L.P, a Delaware limited partnership, and/or (ii) any additional or substitute Person or Persons owning, directly or indirectly, more than 25% in value of all of the Ownership Interests in the Private Owner as the Initial Member may approve (in its sole discretion) in writing from time to time after the Closing Date as being designated a “Specified Parent” of the Private Owner for purposes of the LLC Operating Agreement; and (b) with respect to the Servicer,

Specified Parent means (i) with respect to the Private Owner, (x) unless clause (i)(y) is applicable, Acorn Loan Acquisition Venture IV, L.P., a Delaware limited partnership, Oaktree Real Estate Opportunities Fund V, L.P., a Delaware limited partnership and Oaktree Opportunities Fund VIII AIF (Delaware), L.P., a Delaware limited partnership, considered, as applicable, on a collective basis, or (y) any other Person or Persons (including as applicable on a collective basis), owning, directly or indirectly (in the case of any indirect ownership, for the avoidance of doubt, attributing to such Person or Persons its or their actual ultimate ownership (but only its or their actual ultimate ownership (for example, after taking into account the dilutive effect of intervening Persons that directly or indirectly own any Ownership Interest in the Private Owner but that are not wholly-owned subsidiaries of such Person or Persons)), more than 25% in value of all of the Ownership Interests in the Private Owner that the Private Owner and (in its discretion) the Initial Member may agree from time to time shall be designated as the “Specified Parent” for purposes of the LLC Operating Agreement; (ii) with respect to the Servicer, (x) unless clause (ii)(y) is applicable, Milestone Merchant Partners, LLC, a Delaware limited liability company, and Oaktree Investment Holdings, L.P., a Delaware limited partnership, on a collective basis or (y) any Person or Persons that the Manager and the Initial Member may agree from time to time shall be designated as the “Specified Parent” with respect to the Servicer; and

Examples of Specified Parent in a sentence

• The Parent Insurance Policies include all material insurance policies and all material fidelity bonds or other material insurance service contracts required by any Specified Parent Lease.

• The shares of Specified Parent Common Stock to be issued in the Merger pursuant to this Agreement shall have been approved for listing (subject to official notice of issuance) on the NYSE.

• If the Borrower notifies the Administrative Agent that the Borrower (or its applicable Specified Parent Company) is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, the Borrower cannot elect to report under GAAP).

• Each contract, arrangement, commitment or understanding of the type described in this Section 4.12(a), whether or not set forth in Section 4.12(a) of the Parent Disclosure Letter or disclosed in the Specified Parent SEC Documents, is referred to herein as a “Parent Material Contract.” Parent has previously made available to the Company true, complete and correct copies of each Parent Material Contract.

• Such Stockholder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Specified Parent Common Stock to be acquired hereby.

• Parent shall use its commercially reasonable efforts to effect the listing (subject to official notice of issuance) of the Specified Parent Common Stock on the NYSE.

• Parent shall have obtained all requisite third party Consents to the consummation of the Merger under the Specified Parent Contracts.

• Nothing contained in this Agreement shall constitute or be deemed to be an amendment to any Specified Parent Benefit Plan or any other compensation or benefit plan, program or arrangement of the Parent, Surviving Corporation, Company or any Company Subsidiary.

• Such Stockholder is receiving the number of shares of Specified Parent Common Stock set forth opposite such Stockholder’s name on Section 3.1(b) of the Company Disclosure Schedule for its own account with the present intention of holding such Specified Parent Common Stock for investment purposes and not with a view to, or for sale in connection with, any distribution.

• Notwithstanding anything in this Agreement to the contrary, the Parent, Merger Sub, the Surviving Corporation and LLC Sub shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement, including from any shares of Specified Parent Common Stock payable pursuant hereto, any amount required to be deducted and withheld with respect to the making of such payment under applicable Tax Laws.

More Definitions of Specified Parent

Specified Parent means (a) with respect to the Private Owner, (i) subject to clause (a)(ii), each of BREDS ▇▇▇▇▇▇▇ Holdco L.P., a Delaware limited partnership, BREDS IV US Investments L.L.C., a Delaware limited liability company, BREDS V US Investments L.L.C., a Delaware limited liability company, and CPPIB Credit Investments III Inc. a Canadian corporation, and/or (ii) any additional or substitute Person or Persons owning, directly or indirectly, more than 25% in value of all of the Ownership Interests in the Private Owner as the Required Consenting Parties may approve (in their sole discretion) in writing from time to time after the Closing Date as being designated a “Specified Parent” of the Private Owner for purposes of the LLC Operating Agreement; (b) with respect to the Servicer, (i) subject to clause (b)(ii), Blackstone Real Estate Special Situations Advisors L.L.C., a Delaware limited liability company, and/or (ii) any additional or substitute Person or Persons that the Manager and the Required Consenting Parties might agree from time to time after the Closing Date will be designated as a “Specified Parent” with respect to the Servicer; (c) with respect to Quantum Servicing Corp. (as a Rated Subservicer), (i) subject to clause (c)(ii), Rialto Capital Servicing, LLC, a Delaware limited liability company, and/or (ii) any additional or substitute Person or Persons that the Manager and the Required Consenting Parties might agree from time to time after the Closing Date will be designated as the “Specified Parent” with respect to such Rated Subservicer; and (d) with respect to Rialto Capital Advisors, LLC (as a Rated Subservicer), (i) subject to clause (d)(ii), Rialto Asset Management, LLC, a Delaware limited liability company, (as a Rated Subservicer), and/or (ii) any additional or substitute Person or Persons that the Manager and the Required Consenting Parties might agree from time to time after the Closing Date will be designated as the “Specified Parent” with respect to such Rated Subservicer. For avoidance of doubt, in each case, any such Specified Parent will include any successor by operation of Law.

Specified Parent means (a) with respect to the Private Owner, (i) subject to clause (a)(ii), each of Santander Holdings USA, Inc., a Virginia corporation, and Santander Bank, N.A., a national banking association, and/or (ii) any additional or substitute Person or Persons owning, directly or indirectly, more than 25% in value of all of the Ownership Interests in the Private Owner as the Initial Member may approve (in its sole discretion) in writing from time to time after the Closing Date as being designated a “Specified Parent” of the Private Owner for purposes of the LLC Operating Agreement; and (b) with respect to the Servicer, (i) subject to clause (b)(ii),

Specified Parent means (i) with respect to the Private Owner, (x) subject to clause (i)(y), ColFin 2013 CRE ADC Holdco, LLC, a Delaware limited liability company, and/or (y) any additional or substitute Person or Persons owning, directly or indirectly, more than 25% in value of all of the Ownership Interests in the Private Owner as the Initial Member may approve (in its sole discretion) in writing from time to time after the Closing Date as being designated a “Specified Parent” of the Private Owner for purposes of the LLC Operating Agreement; (ii) with respect to the Servicer, (x) subject to clause (ii)(y), Colony Financial AMC, LLC, a Delaware limited liability company and CDCF 2013 CRE ADC Holdco, LLC, a Delaware limited liability company, and/or (y) any additional or substitute Person or Persons that the Manager and the Initial Member may agree from time to time after the Closing Date shall be designated as a “Specified Parent” with respect to the Servicer; and (iii) with respect to Midland Loan Services, a Division of PNC Bank, National Association (as a Rated Sub-Servicer), (x) subject clause (iii)(y), PNC Bank, a national banking association, and/or (y) any additional or substitute Person or Persons that the Manager and the Initial Member may agree from time to time after the Closing Date shall be designated as the “Specified Parent” with respect to such Rated Sub- Servicer. For avoidance of doubt, in each case, any such Specified Parent shall include any successor by operation of law.

Specified Parent means any Person of which the Issuer at any time is or becomes a Subsidiary after the Issue Date and any holding companies established by any Permitted Holder for purposes of holding its investment in any Specified Parent. “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof. “Stock Equivalent” means all securities convertible into or exchangeable for Capital Stock or any other Stock Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any Capital Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisable. “Subsidiary” means, with respect to any specified Person: (1) any corporation, association or other business entity (other than a partnership or limited liability company) of which more than 50% of the total voting power of Voting Stock is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (2) any partnership (whether general or limited) or limited liability company (a) the sole general partner or member of which is such Person or a Subsidiary of such Person, or (b) if there is more than a single general partner or member, either (x) the only managing general partners or managing members of which are such Person or one or more Subsidiaries of such Person (or any combination thereof) or (y) such Person owns or controls, directly or indirectly, a majority of the outstanding general partner interests, member interests or other Voting Stock of such partnership or limited liability company, respectively. “Test Period” in effect at any time means the Issuer’s most recently ended four fiscal quarters for which internal financial statements are available (as determined in good faith by the Issuer). “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

Specified Parent means any Person of which the Issuer at any time is or becomes a Subsidiary after the Issue Date and any holding companies established by any Permitted Holder for purposes of holding its investment in any Specified Parent.