Investment Entities. 2.01(a) Revolving Credit Commitments and Pro Rata Shares
Investment Entities. Concord and WRP Management, together with such other entities that may be owned, in whole or in part, by the Company, and their respective subsidiaries, if any.
Investment Entities. Seller has provided or made available to Buyer true and complete copies of the Investment Documents. Except to the extent of any Claims that will be discharged (or the functional equivalent thereof in terms of its effect on Buyer, each Specified Business, the Transferred Assets and the Assumed Liabilities) pursuant to the Discharge (or, as applicable, the MCE Discharge or an Additional Discharge), the outstanding Equity Securities held by Seller or any of its Affiliates in respect of each Transferred Investment identified on Schedule 3.2(b)(i) of the Seller Disclosure Schedule and, to the Knowledge of Seller, in respect of any other Investment Entities, have been duly authorized, and are validly issued, fully paid and non-assessable.
Investment Entities. 3.1 KPMG..................................................................1.4 Lessee................................................................
Investment Entities. Those entities which are from time to time formed by the Participants to enter into Transactions, including, without limitation, Osborne Capital LLC.
Investment Entities. Unless otherwise agreed, each Investment Entity shall be a limited liability company, the operating agreement for which shall be in substantially the form of Exhibit A attached hereto with such changes as may be necessary for the specific Transaction. The Participants agree that (i) all capital contributions made to an Investment Entity shall be allocated 90% to Blackacre and 10% to PNM, or such other proportion as the Class A Participants may agree, (ii) Pem Mil or its Affiliate shall be the managing member or general partner of the Investment Entity and (iii) profit and loss for each Investment Entity shall be allocated, and distributions shall be paid, by each Investment Entity as follows:
(1) First, in accordance with the Investment Entity's members respective capital accounts until the First Repayment;
(2) Second, (a) to Blackacre, a percentage equal to (i) Blackacre's capital contribution to the Investment Entity divided by the aggregate capital contributions made by all Participants or their Affiliates to such Investment Entity minus (ii) 10%, (b) to PNM, a percentage equal to PNM's capital contribution to the Investment Entity divided by the aggregate capital contributions made by all Participants or their Affiliates to such Investment Entity, (c) to Pem Mil, 3.33% and (d) to DVL, 6.67% until the Second Repayment;
(3) Third, (a) to Blackacre, a percentage equal to (i) Blackacre's capital contribution to the Investment Entity divided by the aggregate capital contributions made by all Participants or their Affiliates to such Investment Entity minus (ii) 17.5%, (b) to PNM, a percentage equal to PNM's capital contribution to the Investment Entity divided by the aggregate capital contributions made by all Participants or their Affiliates to such Investment Entity, (c) to Pem Mil, 5.83% and (d) to DVL, 11.67% until the Third Payment; and
(4) Thereafter, (a) to Blackacre, a percentage equal to (i) Blackacre's capital contribution to the Investment Entity divided by the aggregate capital contributions made by all Participants or their Affiliates to such Investment Entity minus (ii) 30%, (b) to PNM, a percentage equal to PNM's capital contribution to the Investment Entity divided by the aggregate capital contributions made by all Participants or their Affiliates to such Investment Entity, (c) to Pem Mil, 10% and (d) to DVL, 20%.
Investment Entities. Each Investment shall be acquired by or through an entity (each an “Investment Entity”) that elects to be treated as a corporation for U.S. federal income tax purposes, effective prior to the acquisition of the Investment, and as a “real estate investment trust for U.S. federal income tax purposes within the meaning of section 856 of the Internal Revenue Code of 1986, as amended (the “Code”). Each Investment shall be acquired and owned by a separate Investment Entity except as otherwise Approved by the Executive Committee. The Partnership (either directly or through one or more limited partnerships or limited liability companies that are disregarded for U.S. federal income tax purposes as separate from the Partnership) shall be the sole member of any membership interests (or beneficial interest) in each Investment Entity, and each Investment Entity shall be entitled to issue sufficient other membership interests or beneficial interest to third parties in order to comply with the requirements of Section 856(a)(5) of the Code. The limited liability company agreement of each Investment Entity (the “Operating Agreement”) shall be substantially in the form of that set forth on Exhibit G attached hereto. The Partnership (or its subsidiaries who are direct members of an Investment Entity, as applicable) shall manage the operations of any Investment Entity as the managing member therein, in each case in such a manner so as to meet the requirements of Code Section 856(a)(1). All provisions of this Agreement shall be construed and applied consistent with this Section 2.2(c).
Investment Entities. (a) Colony General Partner shall be authorized to cause the formation of one or more Investment Entities to acquire or own some or all of the Investments under Section 7.5(c). In determining budgets, the need for additional funds, business plans and other similar matters and in making any other decisions hereunder, the needs of the Investment Entities shall be taken into consideration as if they were direct needs of the Partnership. It is further intended that Capital Contributions to the Partnership shall be further contributed or loaned to the Investment Entities as necessary or appropriate to meet the needs of the Investment Entities in accordance with this Agreement. Each Investment Entity shall be formed upon generally the same terms and conditions as are contained herein, and otherwise so as to preserve to the Colony Partners on the one hand, and the KWI Partners on the other, the overall economic benefits and risks provided in this Agreement, including, without limitation, Article 9 hereof, with respect to all Investments undertaken by the Partnership and/or the Investment Entities, as applicable, while reasonably seeking to achieve the most efficient tax structure with respect to each Investment, and, if so required by the Colony Partners, to permit the Investment Entities or Investments, as applicable, to constitute qualifying investments for a "venture capital operating company" under the "Plan Assets Regulations" (as defined in Section 19.1). The Partnership in exercising its rights in respect of the Investment Entities shall act in accordance with, or consistent with, the applicable terms of this Agreement. In connection with the formation of any Investment Entity or the making of any Investment, Colony General Partner shall Consult Reasonably with KWI Limited Partner and with experienced international tax and ERISA counsel regarding the international tax and ERISA objectives in connection with the organization, financing, operation and disposition of the Investment Entity and/or Investment and the manner in which such objectives may be achieved and Colony General Partner shall prepare a tax and ERISA plan reflecting such consultations (the "Tax and ERISA Plan"), which shall contain measures intended (in light of the structure and intended operations of the relevant Investment) (i) to minimize inclusions of income under Sections 951 and 956 of the Code and (ii) to avoid the imposition of tax under Sections 882 or 884 of the Code (other than as ...
Investment Entities. 7.4. Operating Plan and Partnership Budget........................... 7.5. Services of Related Entities of the KWI......................... 7.6.
Investment Entities. (a) Commitments and Pro Rata Shares 5.06 Litigation 5.09 Environmental Matters 5.12 ERISA Matters
