Mall Subsidiary definition

Mall Subsidiary means Grand Canal Shops Mall LLC, a Delaware limited liability company.
Sample 1Sample 2Sample 3
Mall Subsidiary shall have the meaning set forth in the Preamble to this Agreement.
Sample 1Sample 2
Mall Subsidiary to mean "New Mall Subsidiary." Borrowers hereby covenant and agree that (i) until consummation of the transactions contemplated by the Mall Agreement, neither New Mall Subsidiary nor New Mall Manager will engage in any business or transactions except as expressly contemplated by the Mall Agreement, (ii) from and after consummation of the transactions contemplated by the Mall Agreement, (w) Grand Canal Shops Mall, LLC shall be bound by all of the covenants of the Credit Agreement applicable to Mall Direct Holdings and references to Mall Direct Holdings shall be deemed to include a reference to Grand Canal Shops Mall, LLC, (x) New Mall Manager shall be bound by all of the covenants of the Credit Agreement applicable to Mall Manager and references to Mall Manager shall be deemed to include a reference to New Mall Manager, (y) Grand Canal Shops Mall, LLC and Mall Direct Holdings will not engage in any business or transactions except (1) in the case of Grand Canal Shops Mall, LLC, ownership of equity in New Mall Subsidiary and the pledge of such equity to lenders to New Mall Subsidiary and (2) in the case of Grand Canal Shops Mall Holding Company, LLC, ownership of equity interests in Grand Canal Shops Mall, LLC. Borrowers further represent and warrant that upon consummation of the transactions contemplated by the Mall Agreement, ownership of Mall Intermediate Holding Company, LLC, Grand Canal Shops Mall Holding Company, LLC, Grand Canal Shops Mall, LLC, New Mall Subsidiary, Grand Canal Shops Mall MM, Inc. and New Mall Manager shall be as set forth on Schedule 2 hereto and Borrowers agree (without limiting any other applicable restrictions set forth herein or in the Credit Agreement) that from and after the consummation of the transactions contemplated by the Mall Agreement, no equity interests in Grand Canal Shops Mall, LLC or New Mall Manager shall be sold or transferred. The representations and covenants set forth herein shall be deemed to be representations and covenants set forth in the Credit Agreement and any breach thereof shall constitute an Event of Default, provided that breaches of representations and warranties shall only constitute an Event of Default to the extent such breach is material in nature. Nothing set forth herein shall be deemed to constitute a waiver or modification of any of the conditions to the Mall Release Date.
Sample 1

Examples of Mall Subsidiary in a sentence

  • Settlement Agreement dated June 24, 2011 by and among Venetian Casino Resort, LLC, Phase II Mall Holding, LLC, GGP Limited Partnership, Phase II Mall Subsidiary, LLC and Grand Canal Shops II, LLC.

  • After the transfer of the Mall Collateral to the Mall Subsidiary, the assets comprising the Mall Collateral may not be sold, leased or transferred to an Affiliate of the Issuers other than an Issuer, any Restricted Subsidiary or any Special Subsidiary that is a Subsidiary of Mall Intermediate Holdings and which the Sole Stockholder does not own any Equity Interests, directly or indirectly, except through the Issuers.

  • Each of the Letters of Credit shall initially have an expiration date not earlier than sixty (60) days after the initial Closing Date provided for in the first sentence of Section 5.1 hereof, and each shall provide that it can be drawn on by the Mall Subsidiary upon delivery by Mall Subsidiary to the Bank of a written notice stating that Mall Subsidiary is entitled to draw upon such Letter of Credit pursuant to the terms of this Agreement.

  • Phase II Mall Subsidiary is a wholly owned Subsidiary of Phase II Mall Subsidiary Holding.

  • Notwithstanding the foregoing, any dividends or distributions from New Mall Subsidiary, Mall Subsidiary, Mall Direct Holdings, New Mall Manager or Mall Manager which are applied by Borrowers within 15 days of receipt to fund Permitted Quarterly Tax Distributions need not be applied to prepay the Loans or to reduce Commitments, but such exclusion shall not reduce the amounts otherwise required to be applied to prepay Loans and/or reduce Commitments as provided above.

  • The Phase II Mall Sale Agreement shall be assigned by LCR to Phase II Mall Subsidiary Holding (subject to certain defense rights which are to be shared by LCR and Phase II Mall Subsidiary Holding) in accordance with the Phase II Mall SA Assignment Agreement.

  • The equity interests of Phase II Mall Subsidiary are duly authorized, validly issued and (if applicable), fully paid and nonassessable and none of such equity interests constitutes Margin Stock.

  • There are no options, warrants, convertible securities or other rights to acquire any equity interests in any Borrower or any of their Subsidiaries (other than the New Mall Subsidiary and Phase II Subsidiary) except as set forth as Schedule 5.1E.

  • The Administrative Agent shall have received the Assignment of Phase II Mall Sale Agreement, dated as of the Closing Date, duly executed and delivered by an Authorized Officer of Phase II Mall Subsidiary Holding.

  • Xxx Title: Chief Financial Officer [Signatures continue on the following page.] Settlement Agreement dated June 24, 2011 by and among Venetian Casino Resort, LLC, Phase II Mall Holding, LLC, GGP Limited Partnership, Phase II Mall Subsidiary, LLC and Grand Canal Shops II, LLC.


More Definitions of Mall Subsidiary

Mall Subsidiary means Grand Canal Shops II, LLC, a Delaware limited liability company.
Sample 1
Mall Subsidiary means Grand Canal Shops Mall Subsidiary, LLC, a Delaware limited liability company.
Sample 1

Related to Mall 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.

  • 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.

  • Domestic Subsidiary means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

  • 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.

  • 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.

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

  • 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:

  • Material Subsidiary means any Subsidiary other than an Immaterial Subsidiary.

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

  • Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.

  • Foreign Restricted Subsidiary means any Restricted Subsidiary which is not organized under the laws of the United States of America or any State thereof or the District of Columbia.

  • U.S. Subsidiary means any Subsidiary that is incorporated or organized under the laws of the United States or a state thereof or the District of Columbia.

  • Wholly Owned Restricted Subsidiary of any Person means any Wholly Owned Subsidiary of such Person which at the time of determination is a Restricted Subsidiary of such Person.

  • 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 Company.

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

  • Regulated Subsidiary means any Subsidiary that is (a) a Broker-Dealer Subsidiary, (b) otherwise subject to regulation by any Governmental Authority and for which the incurrence of Indebtedness (including Guarantees) or the granting of Liens with respect to its assets would be prohibited or restricted or would result in a negative impact on any minimum capital or similar requirement imposed by such Governmental Authority and applicable to it or (c) subject to regulation by any Regulatory Supervising Organization.

  • Principal Subsidiary means any Subsidiary owning or leasing, directly or indirectly through ownership in another Subsidiary, any Principal Property.

  • Restricted Subsidiary means any Subsidiary of the Company other than an Unrestricted Subsidiary.

  • 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.

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

  • Canadian Subsidiary means any Subsidiary that is organized under the laws of Canada or any province or territory thereof.

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

  • Immaterial Subsidiary means any Subsidiary that is not a Material Subsidiary.

  • Consolidated Subsidiary means with respect to any Person at any date any Subsidiary of such Person or other entity the accounts of which would be consolidated with those of such Person in its consolidated financial statements if such statements were prepared as of such date in accordance with GAAP.