SPE Entity Clause Samples

SPE Entity. Any Person that is an owner of an equity interest in Borrower which Agent reasonably requires be a Single Purpose Entity. With respect to Borrower, there are currently no SPE Entities and Agent shall not require the Managing Member to be a SPE Entity.
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SPE Entity. Notwithstanding any other provision of this Agreement, the General Partner and the Partnership shall take all actions necessary to cause the Partnership and General Partner to comply with, and will refrain from taking any actions in violation of, the defined term “Special Purpose Bankruptcy Remote Entity” as listed on Schedule 1 attached hereto. Any substitute General Partner permitted under this Agreement (and permitted under the Loan Agreement) shall be required to comply with this Section 2.11 if so required by the lender or servicer under the Mortgage Loan. If reasonably required by the lender or servicer under the Mortgage Loan, the BDN entity will comply with, and will refrain from taking any action in violation of, the “Special Purpose Bankruptcy Remote Entity” definition on Schedule 1 attached hereto.
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SPE Entity. Each Person other than Borrower which is required by this Security Instrument to be, as long as the Loan is outstanding, a Special Purpose Entity, including, without limitation, any TRS Subsidiary (if established). For avoidance of doubt, on the Execution Date, the Borrower is a limited liability company that complies with the requirements of subsections (k) and (ee) of the definition of “Special Purpose Entity” in Section 2.10 hereof and therefore, the member of Borrower shall not be required to be an SPE Entity so long as Borrower continues to comply with such requirements.Special Purpose Entity: As defined in Section 2.10 hereof.Special Purpose Provisions: As defined in Section 2.10 hereof.Sponsor Affiliate: Any Person which is controlled by TRG and is at least fifty percent (50%) owned, directly or indirectly, by TRG. The term “control” as used in this definition shall mean the primary responsibility to make or veto all material decisions with respect to the operation, management, financing and disposition of the specified interest.Springing Member: As defined in the limited liability company operating agreement of Borrower.State: The State of Colorado.Subordination of Management Agreement: That certain Subordination of Management Agreement, dated as of the Execution Date, among Lender, Borrower and Manager, as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.
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SPE Entity. Each Person other than Mortgagor which is required by this Mortgage to be, as long as the Loan is outstanding, a Special Purpose Entity, including, without limitation, Managing Member. Special Purpose Entity: As defined in Section 2.10 hereof. Spill Act: As defined in Section 15.03(A) hereof. Splitter Agreement: As defined in the introductory Recitals hereto. Sponsor Affiliate: Any Person which is controlled by TRG and is at least fifty percent (50%) owned, directly or indirectly, by TRG. The term “control” as used in this definition shall mean the primary responsibility to make or veto all material decisions with respect to the operation, management, financing and disposition of the specified interest. Springing Member: As defined in the limited liability company operating agreement of Managing Member. State: The State of New Jersey. Subordination of Management Agreement: That certain Amended and Restated Subordination of Management Agreement, dated as of the Execution Date, among Mortgagee, Mortgagor and Manager, as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.
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SPE Entity. Any Person that is an owner of an equity interest in a Subsidiary Borrower which Agent reasonably requires be a Single Purpose Entity. With respect to the initial Subsidiary Borrowers a party to this Agreement, there are no SPE Entities. Stabilized Property. A completed project that has achieved a Leased Rate of at least eighty-five percent (85%) for a period of not less than thirty (30) consecutive days, provided that a Development Property on which all improvements related to the development of such Real Estate have been substantially completed (excluding tenants improvements) for at least twenty-four (24) months shall constitute a Stabilized Property. Once a project becomes a Stabilized Property under this Agreement, it shall remain a Stabilized Property. State. A state of the United States of America and the District of Columbia.
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Related to SPE Entity

  • Organization; Subsidiaries (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite corporate power and corporate authority to carry on its business as it is now being conducted or presently proposed to be conducted. To the Company's Knowledge, the Company is duly qualified and licensed as a foreign corporation to do business and is in good standing (and has paid all relevant franchise or analogous taxes) in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) The Company owns, either directly or indirectly through one or more of its Subsidiaries, all of the capital stock or other equity interests of its Subsidiaries free and clear of all Liens, except those Liens pursuant to the credit and other loan agreements existing as of the date hereof. There are no outstanding subscription rights, options, warrants, convertible or exchangeable securities or other rights of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Subsidiary, or any commitments of any character whatsoever relating to issued or unissued capital stock or other equity interests of any Subsidiary or pursuant to which any Subsidiary is or may become bound to issue or grant additional shares of its capital stock or other equity interests or related subscription rights, options, warrants, convertible or exchangeable securities or other rights, or to grant preemptive rights. (c) Each Subsidiary is a corporation, limited liability company, partnership, business association or other Person duly organized, validly existing and in good standing (in jurisdictions where such concept is recognized) under the Laws of the jurisdiction of its organization and has the requisite corporate power and authority to carry on its business as it is now being conducted. To the Company's Knowledge, each Subsidiary of the Company is duly qualified and licensed as a foreign corporation or other business entity to do business and is in good standing (and has paid all relevant franchise or analogous taxes) in each jurisdiction where the character of its assets owned or held under lease or the nature of its business makes such qualification necessary, except where the failure of one or more Subsidiaries to be so qualified or licensed, individually or in the aggregate, has not had and would not be reasonably expected to have a Material Adverse Effect.

  • Subsidiary For purposes of this Agreement, the term “subsidiary” means any corporation or limited liability company of which more than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company and one or more of its subsidiaries, and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.

  • Organization; Powers; Subsidiaries The Borrower and its Material Subsidiaries are duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, have all requisite power and authority to carry on their respective business as now conducted and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, are qualified to do business in, and are in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required. All of the outstanding shares of capital stock and other equity interests on the Closing Date, to the extent owned by the Borrower or any Subsidiary, of each Material Subsidiary are validly issued and outstanding and fully paid and nonassessable (if applicable) and all such shares and other equity interests are owned, beneficially and of record, by the Borrower or such other Subsidiary on the Closing Date free and clear of all Liens, other than Liens permitted under Section 6.02; provided that any untruth, misstatement or inaccuracy of the foregoing representation in this sentence shall only be deemed a breach of such representation to the extent such untruth, misstatement or inaccuracy is material to the interests of the Lenders. As of the Closing Date, there are no outstanding commitments or other obligations of the Borrower or any Subsidiary to issue, and no options, warrants or other rights of any Person other than the Borrower or any Subsidiary to acquire, any shares of any class of capital stock or other equity interests of any Material Subsidiary, except as disclosed on Schedule 3.01.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which is a Regulated Entity, (ii) any Subsidiary which is an Inactive Subsidiary of the Borrower, (iii) Conserve to Preserve Foundation, a non-profit corporation organized under the laws of the State of New Jersey, (iv) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date, (v) any Project Subsidiary, and (vi) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.19 [Joinder of Guarantors]. Each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture, except in each case in respect of a Permitted Related Business Opportunity.

  • Single-Purpose Entity Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Each Mortgage Loan with a Cut-off Date Balance of $30 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents and the related Mortgage Loan documents (or if the Mortgage Loan has a Cut-off Date Balance equal to $10 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties and prohibit it from engaging in any business unrelated to such Mortgaged Property or Mortgaged Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.