Common use of General Partner Liabilities Clause in Contracts

General Partner Liabilities. For so long as General Partner is not a Guarantor, Borrower shall not permit any Parent Entity to incur, assume or permit to exist any liabilities other than: (i) liabilities incidental to its status as a publicly traded REIT under the Code and not constituting liabilities in respect of Debt for borrowed money (including liabilities associated with employment contracts, executive officer and director indemnification agreements and employee benefit matters), indemnification obligations pursuant to purchase and sale agreements, tax liabilities and legacy liabilities arising pursuant to contracts entered into in the ordinary course of business prior to (and not in contemplation of) this Agreement or any other Loan Document; (ii) nonconsensual obligations imposed by operation of applicable Law; (iii) other immaterial obligations, immaterial intercompany obligations or other intercompany obligations owing by any Parent Entity to Borrower or any Subsidiary of Borrower; (iv) customary payment and indemnity liabilities under banker engagement letters; (v) customary contract rights, and to the extent not constituting Debt, customary liabilities arising pursuant to merger, purchase, acquisition or similar agreements in relation to transactions otherwise permitted hereunder; (vi) liabilities arising under preferred Equity Interests (other than Mandatorily Redeemable Stock) issued by the General Partner; and (vii) to the extent not constituting Debt, (x) liabilities that may be satisfied solely by the issuance of Equity Interests (other than Mandatorily Redeemable Stock) of the General Partner and (y) liabilities in connection with forward sale agreements and forward purchase agreements and other stock buyback arrangements, in the case of each of clause (x) and (y), in connection with transactions otherwise permitted hereunder.

Appears in 5 contracts

Samples: Credit Agreement (JBG SMITH Properties), Credit Agreement (JBG SMITH Properties), Credit Agreement (JBG SMITH Properties)

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General Partner Liabilities. For so long as General Partner is not a Guarantor, Borrower shall not permit any Parent Entity to incur, assume or permit to exist any liabilities other than: (i) liabilities incidental to its status as a publicly traded REIT under the Code and not constituting liabilities in respect of Debt for borrowed money (including liabilities associated with employment contracts, executive officer and director indemnification agreements and employee benefit matters), indemnification obligations pursuant to purchase and sale agreements, tax liabilities and legacy liabilities arising pursuant to contracts entered into in the ordinary course of business prior to (and not in contemplation of) the Combination Transaction, this Agreement or any other Loan Document; (ii) nonconsensual obligations imposed by operation of applicable Law;; and (iii) other immaterial obligations, immaterial intercompany obligations or other intercompany obligations owing by any Parent Entity to Borrower or any Subsidiary of Borrower.; (iv) customary payment and indemnity liabilities under banker engagement letters; (v) customary contract rights, and to the extent not constituting Debt, customary liabilities arising pursuant to merger, purchase, acquisition or similar agreements in relation to transactions otherwise permitted hereunder; (vi) liabilities arising under preferred Equity Interests (other than Mandatorily Redeemable Stock) issued by the General Partner; and (vii) to the extent not constituting Debt, (x) liabilities that may be satisfied solely by the issuance of Equity Interests (other than Mandatorily Redeemable Stock) of the General Partner and (y) liabilities in connection with forward sale agreements and forward purchase agreements and other stock buyback arrangements, in the case of each of clause (x) and (y), in connection with transactions otherwise permitted hereunder.

Appears in 1 contract

Samples: Credit Agreement (JBG SMITH Properties)

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General Partner Liabilities. For so long as General Partner is not a Guarantor, Borrower shall not permit any Parent Entity to incur, assume or permit to exist any liabilities other than:: ​ (i) liabilities incidental to its status as a publicly traded REIT under the Code and not constituting liabilities in respect of Debt for borrowed money (including liabilities associated with employment contracts, executive officer and director indemnification agreements and employee benefit matters), indemnification obligations pursuant to purchase and sale agreements, tax liabilities and legacy liabilities arising pursuant to contracts entered into in the ordinary course of business prior to (and not in contemplation of) the Combination Transaction, this Agreement or any other Loan Document; (ii) nonconsensual obligations imposed by operation of applicable Law; (iii) other immaterial obligations, immaterial intercompany obligations or other intercompany obligations owing by any Parent Entity to Borrower or any Subsidiary of Borrower; (iv) customary payment and indemnity liabilities under banker engagement letters; (v) customary contract rights, and to the extent not constituting Debt, customary liabilities arising pursuant to merger, purchase, acquisition or similar agreements in relation to transactions otherwise permitted hereunder; (vi) liabilities arising under preferred Equity Interests (other than Mandatorily Redeemable Stock) issued by the General Partner; and (vii) to the extent not constituting Debt, (x) liabilities that may be satisfied solely by the issuance of Equity Interests (other than Mandatorily Redeemable Stock) of the General Partner and (y) liabilities in connection with forward sale agreements and forward purchase agreements and other stock buyback arrangements, in the case of each of clause (x) and (y), in connection with transactions otherwise permitted hereunder.

Appears in 1 contract

Samples: Credit Agreement (JBG SMITH Properties)

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