Caliber Entities definition

Caliber Entities is defined in the recitals.
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Caliber Entities means, collectively, Caliber, Xxxxxxx and F&S.
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Caliber Entities has the meaning set forth in the Preamble hereof. (n) “Cash Recipients” means (i) the individuals, trusts and/or entities designated by any Contributor to receive cash in payment of the Closing Consideration pursuant to Section 1.2(b), or (ii) the individuals, trusts and/or entities that are expected to receive cash from a Contributor in connection with such Contributor’s dissolution and liquidation contemplated by Section 1.2(a). (o) “Certificate” means an instrument delivered by an authorized corporate officer, member or similar representative in connection with this Agreement as part of his or her regular duties, and which may be used as evidence for certain purposes. (p) “Charter” means the Caliber REIT governing charter. (q) “Claim” has the meaning set forth in Section 8.1(a). (r) “Closing” has the meaning set forth in Section 2.1. (s) “Closing Date” has the meaning set forth in Section 2.1. (t) “Closing Consideration Election Notice” has the meaning set forth in Section 1.2(a). (u) “Code” has the meaning set forth in the Recitals hereto or any successor U.S. federal Tax statute. (v) “Consent” means any consent, approval, authorization or permit of, or to make any filing with or notification. (w) “Contract” means all contracts, agreements, binding arrangements, bonds, notes, indentures, purchase orders, mortgages, debt instruments, licenses, leases and other instruments or obligations of any kind, written or verbal (including any amendments and other modifications thereto), including those to which the Contributors or the LTD Entities are a party or which are binding upon the Contributors, the Contributed Entities, the Properties, or that create any Assumed Liabilities. (x) “Contributor” or “Contributors” has the meaning set forth in the Preamble hereto. (y) “Debt Payoff Amount” means an aggregate amount equal to $7,500,000, which amount shall be used to repay mezzanine debt under certain Existing Loans. (z) “EBITDA Threshold” has the meaning set forth in Section 1.2. (aa) “Encumbrance” means any claim, lien, pledge, charge, mortgage, deed of trust, encumbrance, license, restriction, covenant and conditions, easement, rights of way, rights of assignment, voting agreement, option, purchase rights of any third party, or other security interests of any nature whatsoever. (bb) “Enforcement Limitation” means any applicable bankruptcy, fraudulent conveyance, reorganization, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’...
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Examples of Caliber Entities in a sentence

  • The execution and delivery by each of the Caliber Entities of the Transaction Documents to which it is a party, and the consummation by each such Caliber Entity of the Transactions to which it is a party, have been duly and validly authorized by each such Caliber Entity, and no other limited partnership or limited liability company, as applicable, proceedings on the part of such Caliber Entities are necessary to authorize the Transaction Documents or to consummate the Transactions.

  • No broker, finder or similar intermediary has acted for or on behalf of, or is entitled to any broker, finder or similar fee or other commission from any of the Caliber Entities or any of their Affiliates in connection with this Agreement or the transactions contemplated hereby.

  • Each of Triangle Holdings and FREIF is an informed and sophisticated investor experienced in financial and business matters and the evaluation and investment in businesses such as the Caliber Entities.

  • The Caliber Entities may not assign this Agreement or any rights or obligations hereunder without the prior written consent of FREIF and of Triangle Holdings.

  • The Administrator may use business criteria and other measures of performance it deems appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase amounts payable under any Award subject to performance conditions, except as limited under Sections 7(b) hereof in the case of a Performance Award intended to qualify under Section 162(m) of the Code.

  • Except as set forth in the Transaction Documents, none of the Caliber Entities is under any obligation, contingent or otherwise, by reason of any Contract to register the offer and sale or resale of any of its securities under the Securities Act.

  • Except as set forth in the Transaction Documents, no Equity Interests of any of the Caliber Entities are reserved for issuance.

  • Xxxxxx If to any of the Caliber Entities to: Caliber Midstream GP LLC c/o Triangle Caliber Holdings, LLC 1000 00xx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Attention: President Fax: (000) 000-0000 With a copy to (which shall not constitute notice): FREIF, at the addresses set forth in this Section 9.3.

  • The Caliber Entities, and each of the Contributors agree to retain all books and records with respect to Tax matters pertinent to the Contributed Entities, and their respective Property relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by any Caliber Entity, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any taxing authority.

  • Other than the representations and warranties expressly set forth in this Article III, the Caliber Entities shall not be deemed to have made any other representation or warranty in connection with this Agreement or the transactions contemplated hereby.


More Definitions of Caliber Entities

Caliber Entities means Caliber GP and Caliber Partners.
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Related to Caliber Entities

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

  • Company Entities means the Company and the Company Subsidiaries.

  • Parent Entities means, collectively, Parent and all Parent Subsidiaries.

  • PJM Entities means PJM, including the Market Monitoring Unit, the PJM Board, and PJM’s officers, employees, representatives, advisors, contractors, and consultants.

  • Operating Companies shall have the meaning specified in the recitals to this Agreement.

  • Partnership Entities means the General Partner and each member of the Partnership Group.

  • Acquired Entities means the Company and each of its Subsidiaries, collectively.

  • PRC Entities means the PRC Subsidiaries and the Consolidated Affiliated Entities collectively.

  • Target Companies means the Company and its Subsidiaries.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Holding Entities means the subsidiaries of Brookfield Renewable Energy L.P., from time to time, through which it indirectly holds all of the Partnership’s interests in the Operating Entities.

  • Entities means event and competition organisers/promoters/managers, land and track owners/managers/administrators/lessees, CAMS affiliated clubs, state and territory governments and insured listed in CAMS’ public/product/professional indemnity insurance policies and each of their related bodies corporate (including their related bodies corporate) and each of their organs and agencies, officers/president/directors/executives, employees, servants, agents, partners, providers, members, competitors, drivers, co-drivers, navigators, officials, crew members, pit crew, delegates, licence holders, representatives, commissions, committees, advisers, trustees, councils, panels, shareholders, volunteers, officials, appointees, delegated bodies and sponsors.

  • Project Companies means all Group Project Companies and Non-Group Project Companies together, each being a “Project Company”.

  • Related Entities means contractors and subcontractors of a Party at any tier; grantees, investigators, customers, and users of a Party at any tier and their contractors or subcontractor at any tier; or, employees of the Party or any of the foregoing.

  • Group Companies means the Company and its Subsidiaries.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Parent means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Sponsor Entities means (i) WHR Holdings, LLC, Esquisto Holdings, LLC, WHE AcqCo Holdings, LLC, WildHorse Investment Holdings, LLC, Esquisto Investment Holdings, LLC, NGP IX Holdings, L.P., NGP X US Holdings, L.P., NGP XI Holdings, L.P., and CP VI Eagle Holdings, L.P. and (ii) any of their respective Affiliates and any investment fund or other Person advised or managed by any Sponsor Entity, in each case, which owns or owned a direct or indirect interest in the Company; provided, however, that neither the Company nor any of its subsidiaries shall be considered Sponsor Entities hereunder.

  • Operating Company means an “operating company” within the meaning of 29 C.F.R. §2510.3-101(c) of the Plan Asset Regulations.

  • Parent Parties means Parent and Merger Sub.

  • Partnership Parties has the meaning assigned to such term in the preamble.

  • Operating Entities means, from time to time, the Persons in which the Holding Entities, directly or indirectly, hold interests and that (i) directly hold real estate assets, or (ii) indirectly hold real estate assets but all of the interests of which are not held, directly or indirectly, by the Holding Entities, other than, in the case of each of (i) and (ii), any Person in which the Holding Entities, directly or indirectly, hold interests for investment purposes only of less than 5% of the outstanding equity securities of that Person;

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.