SPV. XXXXXX makes sure that all positions in Financial Instruments (other than Units and Debit Securities) are held by SPV and are booked in the administration of SPV. SPV holds these positions on instruction of DEGIRO directly for Client. Client accepts that the Financial Instruments held by SPV directly for Client, are for the risk and account of Client.
SPV. SPV is a passive entity that does not actively perform actions itself. All actions for SPV are performed de facto by XXXXXX. The liability of SPV is limited to damage, which is the direct and foreseeable result of the negligence (in Dutch: verwijtbare tekortkoming) of SPV. DEGIRO guarantees to Client the fulfilment of the obligations and liabilities of SPV to Client. Client agrees explicitly and irrevocably that in case of failure of XXXXXX and/or SPV Client will only be allowed to recover damage from the assets of DEGIRO and not from the positions held by SPV for the account of the customers of DEGIRO.
SPV. SPV is a passive entity that does not have any staff and that does not actively perform actions itself. All actions for SPV are performed de facto by Xxxxx. Client agrees explicitly and irrevocably that in case of failure of Finst and/or SPV, Client will only be allowed to recover damage from the assets of Finst and not from the positions held by SPV for the account of the clients of Finst.
SPV. Finst uses SPV to hold Digital Assets for the clients of Finst and money for Finst. SPV is a passive entity that does nothing else but holding Digital Assets and money. In this way, the positions in Digital Assets are segregated from the capital of Finst and remain available for the clients of Finst, even after insolvency of Finst. Finst is fully authorised by SPV to act and contract on behalf of SPV. Finst enters into this Crypto Services Agreement for itself and on behalf of SPV. All communication and instructions between Client and SPV go through Finst as authorised representative of SPV.
SPV. No Borrower shall permit the SPV to (a) engage in any activity, other than holding certain real property of the Obligors transferred to the SPV pursuant to Section 7.3 and activities related to the maintenance of its corporate existence, (b) incur any Debt, other than (i) intercompany obligations subject to subordination agreements reasonably acceptable to Administrative Agent, (ii) pursuant to leases governing any leasehold interests held by the SPV and (iii) providing guarantees in favor of Administrative Agent or (c) grant any Liens, other than Liens that arise pursuant to leases governing any leasehold interests held by the SPV or by operation of law; provided, that, for the avoidance of doubt, in no event shall the SPV be required to qualify as a “bankruptcy remote” entity.
SPV. Each Holder that is an entity that was formed for the sole purpose of acquiring (directly or indirectly) shares of Common Stock or that has no substantial assets other than (direct or indirect interests in) the shares of Common Stock agrees that (i) certificates of shares of its common stock or other instruments reflecting equity interests in such entity (and the certificates for shares of common stock or other equity interests in any similar entities controlling such entity) will note the restrictions contained in this Agreement on the Transfer of shares of Common Stock as if such shares of common stock or other equity interests were shares of Common Stock and (ii) no such shares of common stock or other equity interests may be transferred to any Person directly or indirectly (including through derivative securities) other than in accordance with the terms and provisions of this Agreement as if such shares or equity interests were shares of Common Stock.
SPV. The Company shall have incorporated the SPV and the SPV shall have three (3) directors at all times, among which two (2) directors shall be appointed by the Company and one (1) director shall be nominated by the limited partner of the Purchaser. The SPV shall have established the Designated Account at Nanyang Commercial Bank, Limited for the purpose of receiving the entire Purchaser Price in connection with the sale of the Purchaser Shares under this Agreement.
SPV. The Assignee may assign the Assigned Rights and may delegate the Assumed Obligations to an SPV in accordance with the terms of the Marketing Agreement.
SPV. If Sorrento’s Debt to Equity Ratio for any Calendar Quarter during the Term exceeds * as of the last day of any such Calendar Quarter, then, within * after the last day of such Calendar Quarter and each Calendar Quarter thereafter, Sorrento shall deliver a report to Servier setting forth the calculation of its Debt to Equity Ratio in the form attached hereto as Schedule 13.4.5(a) as of the last day of the applicable Calendar Quarter and then, * until Sorrento’s Debt to Equity Ratio becomes less than or equal to * or Sorrento transfers the Sorrento Core IP to the SPV pursuant to this Section 13.4.5 in a form satisfactory to Servier. If * after Sorrento delivers the first report to Servier pursuant to the foregoing sentence, the Debt to Equity Ratio still exceeds *, Sorrento will transfer all Sorrento Core IP to a newly formed entity (the “SPV”) within * thereafter. The SPV shall comply with the conditions set forth in Schedule 13.4.5(b), and Sorrento shall cause the SPV to enter into a license to Servier with the same rights and obligations as those of this Agreement, which shall enter into effect upon transfer of the Sorrento Core IP to the SPV. Sorrento shall represent that the SPV has no activity or liability other than as permitted in Schedule 13.4.5(b) and otherwise satisfies the conditions stated therein. If and until Sorrento fails to satisfy its transfer obligation pursuant to this Section 13.4.5, Servier shall be entitled to suspend all payments otherwise due to Sorrento pursuant to this Agreement. Accrued Payment Pending Termination and Survival
SPV. Notwithstanding anything in Section 6.02 to the contrary, the SPV shall not be required to indemnify and hold harmless the Seller Indemnitees pursuant to Section 6.02 to the extent that the aggregate amount of such Losses exceeds an amount equal to $173,327,307. Notwithstanding the foregoing provisions of this Section 6.05(b), the Seller Indemnitees shall not be subject to any limitation pursuant to this Section 6.05 or otherwise, and shall be entitled to US dollar for US dollar recovery from SPV, for Losses arising out of fraud or willful and wanton misconduct by the SPV which directly results from any act or omission of SPV taken at the written direction of [***].
