Operating Policies. The operations and affairs of the Partnership shall be conducted in accordance with the following policies, the whole subject to the investment guidelines above. For the purpose of these policies, the assets, liabilities and transactions of a corporation, trust or other entity wholly or partially owned by the Partnership (an “investee”) will be deemed to be those of the Partnership on a proportionate consolidated basis. In applying these guidelines, the Partnership will cause each investee to adhere to operating policies, and the Partnership will otherwise manage its investments in its investees, such that it shall remain in compliance with the operating policies. In addition, any references in the below guidelines to investment in real property will be deemed to include an investment in a joint venture: (a) The Partnership shall not purchase, sell, market or trade in currency or interest rate futures contracts otherwise than for hedging purposes where, for the purposes hereof: the term “hedging” shall have the meaning ascribed thereto by National Instrument 81-102 adopted by the Canadian Securities Administrators, as amended from time to time. (b) The Partnership may engage, indirectly, in construction or development of Suitable Properties, businesses or assets in order to maintain its indirect interests in real properties in good repair or to enhance the income-producing potential of Suitable Properties, businesses or assets in which the Partnership has an indirect interest, provided that the aggregate value of investments in properties under development, including advances of mezzanine loans, after giving effect to the proposed investment in the development or mezzanine loan will not exceed 5% of the Partnership’s Gross Book Value. (c) Unless otherwise approved by the Board of Directors, title to each real property shall be held by and registered in the name of an entity owned, directly or indirectly, by the Partnership or jointly-owned, directly or indirectly, by a subsidiary of the Partnership, with joint venturers or a corporation which is a nominee of a subsidiary of the Partnership which holds registered title to such real property pursuant to a nominee agreement with a subsidiary of the Partnership. (d) The Partnership shall not, directly or indirectly, incur or assume any indebtedness if, after giving effect to the incurring or assumption of the indebtedness, the total consolidated indebtedness of the Partnership would be more than 60% of the Partnership’s Gross Book Value (excluding convertible debentures) and 65% of the Partnership’s Gross Book Value (including convertible debentures). For the purposes of this paragraph, the term “indebtedness” means any obligation of the Partnership or its subsidiaries for borrowed money, including the face amount outstanding under any convertible debentures but excluding any premium in respect of indebtedness assumed, directly or indirectly, by the Partnership for which the Partnership or its subsidiaries has the benefit of an interest rate subsidy, but only to the extent an amount receivable has been excluded in the calculation of Gross Book Value with respect to such interest rate subsidy, provided that:
Appears in 1 contract
Samples: Limited Partnership Agreement
Operating Policies. The operations and affairs of the Partnership shall be conducted in accordance with the following policies, the whole subject to the investment guidelines above. For the purpose of these policies, the assets, liabilities and transactions of a corporation, trust or other entity wholly or partially owned by the Partnership (an “investee”) will be deemed to be those of the Partnership on a proportionate consolidated basis. In applying these guidelines, the Partnership will cause each investee to adhere to operating policies, and the Partnership will otherwise manage its investments in its investees, such that it shall remain in compliance with the operating policies. In addition, any references in the below guidelines to investment in real property will be deemed to include an investment in a joint venture:
(a) The Partnership shall not purchase, sell, market or trade in currency or interest rate futures contracts otherwise than for hedging purposes where, for the purposes hereof: the term “hedging” shall have the meaning ascribed thereto by National Instrument 81-102 – Investment Funds adopted by the Canadian Securities Administrators, as amended from time to time.time.
(b) The Partnership may engage, indirectly, in construction or development of Suitable Properties, businesses or assets in order to maintain its indirect interests in real properties in good repair or to enhance the income-producing potential of Suitable Properties, businesses or assets in which the Partnership has an indirect interest, provided that the aggregate value of investments in properties under development, including advances of mezzanine loans, after giving effect to the proposed investment in the development or mezzanine loan will not exceed 5% of the Partnership’s Gross Book Value.
(c) Unless otherwise approved by the Board of Directors, title to each real property shall be held by and registered in the name of an entity owned, directly or indirectly, by the Partnership or jointly-owned, directly or indirectly, by a subsidiary of the Partnership, with joint venturers or a corporation which is a nominee of a subsidiary of the Partnership which holds registered title to such real property pursuant to a nominee agreement with a subsidiary of the Partnership.
(d) The Partnership shall not, directly or indirectly, incur or assume any indebtedness if, after giving effect to the incurring or assumption of the indebtedness, the total consolidated indebtedness of the Partnership would be more than 6065% of the Partnership’s Gross Book Value (excluding convertible debentures) and 6570% of the Partnership’s Gross Book Value (including convertible debentures). For the purposes of this paragraph, the term “indebtedness” means any obligation of the Partnership or its subsidiaries for borrowed money, including the face amount outstanding under any convertible debentures but excluding any premium in respect of indebtedness assumed, directly or indirectly, by the Partnership for which the Partnership or its subsidiaries has the benefit of an interest rate subsidy, but only to the extent an amount receivable has been excluded in the calculation of Gross Book Value with respect to such interest rate subsidy, provided that:
(i) an obligation will constitute indebtedness only to the extent that it would appear as a liability on the consolidated statement of financial position of the Partnership in accordance with IFRS;
(ii) indebtedness excludes trade accounts payable, distributions payable to Limited Partners, accrued liabilities arising in the ordinary course of business and short- term acquisition credit facilities; and
(iii) indebtedness excludes any amount shown on the consolidated statement of financial position of the Partnership in accordance with IFRS in respect of the Units, if they shall be characterized as a liability under IFRS.
(e) The Partnership will not, directly or indirectly, guarantee any indebtedness or liabilities of any kind of any Person, except indebtedness or liabilities assumed or incurred by a Person in which the Partnership holds an interest, directly or indirectly, or by an entity jointly-owned indirectly by the Partnership with joint venturers and operated solely for the purpose of holding a particular property or properties where such indebtedness, if granted by the Partnership directly, would not cause the Partnership to otherwise contravene the guidelines. The Partnership is not required but shall use its reasonable best efforts to comply with this requirement if doing so is necessary or desirable in order to further the initiatives of the Partnership permitted under this Agreement.
(f) The Partnership will not invest indirectly in any properties unless a subsidiary of the Partnership:
(i) will obtain or has received an independent appraisal of each property or an independent valuation of a portfolio of properties that it intends to acquire; and
(ii) will obtain or review a preliminary site investigation report (or reliance letter from an environmental consultant in respect of a preliminary site investigation report) of each real property to be acquired by it, dated within eighteen months of the date of acquisition, and, if the preliminary site investigation report recommends or recommended a Phase II environmental audit be obtained, the subsidiary shall obtain or review a Phase II environmental audit, in each case by an independent and experienced environmental consultant; as a condition to any acquisition, such audit must be satisfactory to the Partnership GP.
Appears in 1 contract
Samples: Limited Partnership Agreement
Operating Policies. The operations and affairs of the Partnership shall be conducted in accordance with the following policies, the whole subject to the investment guidelines above. For the purpose of these policies, the assets, liabilities and transactions of a corporation, trust or other entity wholly or partially owned by the Partnership (an “investee”) will be deemed to be those of the Partnership on a proportionate consolidated basis. In applying these guidelines, the Partnership will cause each investee to adhere to operating policies, and the Partnership will otherwise manage its investments in its investees, such that it shall remain in compliance with the operating policies. In addition, any references in the below guidelines to investment in real property will be deemed to include an investment in a joint venture:
(a) The Partnership shall not purchase, sell, market or trade in currency or interest rate futures contracts otherwise than for hedging purposes where, for the purposes hereof: the term “hedging” shall have the meaning ascribed thereto by National Instrument 81-102 – Investment Funds adopted by the Canadian Securities Administrators, as amended from time to time.
(b) The Partnership may engage, indirectly, in construction or development of Suitable Properties, businesses or assets in order to maintain its indirect interests in real properties in good repair or to enhance the income-producing potential of Suitable Properties, businesses or assets in which the Partnership has an indirect interest, provided that the aggregate value of investments in properties under development, including advances of mezzanine loans, after giving effect to the proposed investment in the development or mezzanine loan will not exceed 5% of the Partnership’s Gross Book Value.
(c) Unless otherwise approved by the Board of Directors, title to each real property shall be held by and registered in the name of an entity owned, directly or indirectly, by the Partnership or jointly-owned, directly or indirectly, by a subsidiary of the Partnership, with joint venturers or a corporation which is a nominee of a subsidiary of the Partnership which holds registered title to such real property pursuant to a nominee agreement with a subsidiary of the Partnership.
(d) The Partnership shall not, directly or indirectly, incur or assume any indebtedness if, after giving effect to the incurring or assumption of the indebtedness, the total consolidated indebtedness of the Partnership would be more than 6065% of the Partnership’s Gross Book Value (excluding convertible debentures) and 6570% of the Partnership’s Gross Book Value (including convertible debentures). For the purposes of this paragraph, the term “indebtedness” means any obligation of the Partnership or its subsidiaries for borrowed money, including the face amount outstanding under any convertible debentures but excluding any premium in respect of indebtedness assumed, directly or indirectly, by the Partnership for which the Partnership or its subsidiaries has the benefit of an interest rate subsidy, but only to the extent an amount receivable has been excluded in the calculation of Gross Book Value with respect to such interest rate subsidy, provided that:
(i) an obligation will constitute indebtedness only to the extent that it would appear as a liability on the consolidated statement of financial position of the Partnership in accordance with IFRS;
(ii) indebtedness excludes trade accounts payable, distributions payable to Limited Partners, accrued liabilities arising in the ordinary course of business and short- term acquisition credit facilities; and
(iii) indebtedness excludes any amount shown on the consolidated statement of financial position of the Partnership in accordance with IFRS in respect of the Units, if they shall be characterized as a liability under IFRS.
(e) The Partnership will not, directly or indirectly, guarantee any indebtedness or liabilities of any kind of any Person, except indebtedness or liabilities assumed or incurred by a Person in which the Partnership holds an interest, directly or indirectly, or by an entity jointly-owned indirectly by the Partnership with joint venturers and operated solely for the purpose of holding a particular property or properties where such indebtedness, if granted by the Partnership directly, would not cause the Partnership to otherwise contravene the guidelines. The Partnership is not required but shall use its reasonable best efforts to comply with this requirement if doing so is necessary or desirable in order to further the initiatives of the Partnership permitted under this Agreement.
(f) The Partnership will not invest indirectly in any properties unless a subsidiary of the Partnership:
(i) will obtain or has received an independent appraisal of each property or an independent valuation of a portfolio of properties that it intends to acquire; and
(ii) will obtain or review a preliminary site investigation report (or reliance letter from an environmental consultant in respect of a preliminary site investigation report) of each real property to be acquired by it, dated within eighteen months of the date of acquisition, and, if the preliminary site investigation report recommends or recommended a Phase II environmental audit be obtained, the subsidiary shall obtain or review a Phase II environmental audit, in each case by an independent and experienced environmental consultant; as a condition to any acquisition, such audit must be satisfactory to the Partnership GP.
Appears in 1 contract
Operating Policies. The operations and affairs of the Partnership shall be conducted in accordance with the following policies, the whole subject to the investment guidelines above. For the purpose of these policies, the assets, liabilities and transactions of a corporation, trust or other entity wholly or partially owned by the Partnership (an “investee”) will be deemed to be those of the Partnership on a proportionate consolidated basis. In applying these guidelines, the Partnership will cause each investee to adhere to operating policies, and the Partnership will otherwise manage its investments in its investees, such that it shall remain in compliance with the operating policies. In addition, any references in the below guidelines to investment in real property will be deemed to include an investment in a joint venture:
(a) The Partnership shall not purchase, sell, market or trade in currency or interest rate futures contracts otherwise than for hedging purposes where, for the purposes hereof: the term “hedging” shall have the meaning ascribed thereto by National Instrument 81-102 – Investment Funds adopted by the Canadian Securities Administrators, as amended from time to time.
(b) The Partnership may engage, indirectly, in construction or development of Suitable Properties, businesses or assets in order to maintain its indirect interests in real properties in good repair or to enhance the income-producing potential of Suitable Properties, businesses or assets in which the Partnership has an indirect interest, provided that the aggregate value of investments in properties under development, including advances of mezzanine loans, after giving effect to the proposed investment in the development or mezzanine loan will not exceed 5% of the Partnership’s Gross Book Value.Value.
(c) Unless otherwise approved by the Board of Directors, title to each real property shall be held by and registered in the name of an entity owned, directly or indirectly, by the Partnership or jointly-owned, directly or indirectly, by a subsidiary of the Partnership, with joint venturers or a corporation which is a nominee of a subsidiary of the Partnership which holds registered title to such real property pursuant to a nominee agreement with a subsidiary of the Partnership.
(d) The Partnership shall not, directly or indirectly, incur or assume any indebtedness if, after giving effect to the incurring or assumption of the indebtedness, the total consolidated indebtedness of the Partnership would be more than 6065% of the Partnership’s Gross Book Value (excluding convertible debentures) and 6570% of the Partnership’s Gross Book Value (including convertible debentures). For the purposes of this paragraph, the term “indebtedness” means any obligation of the Partnership or its subsidiaries for borrowed money, including the face amount outstanding under any convertible debentures but excluding any premium in respect of indebtedness assumed, directly or indirectly, by the Partnership for which the Partnership or its subsidiaries has the benefit of an interest rate subsidy, but only to the extent an amount receivable has been excluded in the calculation of Gross Book Value with respect to such interest rate subsidy, provided that:
(i) an obligation will constitute indebtedness only to the extent that it would appear as a liability on the consolidated statement of financial position of the Partnership in accordance with IFRS;
(ii) indebtedness excludes trade accounts payable, distributions payable to Limited Partners, accrued liabilities arising in the ordinary course of business and short- term acquisition credit facilities; and
(iii) indebtedness excludes any amount shown on the consolidated statement of financial position of the Partnership in accordance with IFRS in respect of the Units, if they shall be characterized as a liability under IFRS.
(e) The Partnership will not, directly or indirectly, guarantee any indebtedness or liabilities of any kind of any Person, except indebtedness or liabilities assumed or incurred by a Person in which the Partnership holds an interest, directly or indirectly, or by an entity jointly-owned indirectly by the Partnership with joint venturers and operated solely for the purpose of holding a particular property or properties where such indebtedness, if granted by the Partnership directly, would not cause the Partnership to otherwise contravene the guidelines. The Partnership is not required but shall use its reasonable best efforts to comply with this requirement if doing so is necessary or desirable in order to further the initiatives of the Partnership permitted under this Agreement.
(f) The Partnership will not invest indirectly in any properties unless a subsidiary of the Partnership:
(i) will obtain or has received an independent appraisal of each property or an independent valuation of a portfolio of properties that it intends to acquire; and
(ii) will obtain or review a preliminary site investigation report (or reliance letter from an environmental consultant in respect of a preliminary site investigation report) of each real property to be acquired by it, dated within eighteen months of the date of acquisition, and, if the preliminary site investigation report recommends or recommended a Phase II environmental audit be obtained, the subsidiary shall obtain or review a Phase II environmental audit, in each case by an independent and experienced environmental consultant; as a condition to any acquisition, such audit must be satisfactory to the Partnership GP.
Appears in 1 contract
Samples: Limited Partnership Agreement
