Cedar Partners definition
Examples of Cedar Partners in a sentence
Notwithstanding anything herein to the contrary, if the aggregate amount payable by the Cedar Partners under Section 5(a)(ii) and this Section 5(b)(ii) shall exceed $10,000, Homburg shall be responsible for all amounts in excess of $10,000.
Notwithstanding the foregoing or anything to the contrary contained herein, with respect to Transfer Taxes due and payable in connection with the Contract Transactions (each of which involves a Contract Property located in the Commonwealth of Pennsylvania), each of Homburg and the applicable Cedar Partners shall be responsible for fifty percent (50%) of the amount thereof.
Notwithstanding the foregoing or anything to the contrary contained herein, with respect to Transfer Taxes due and payable in connection with the Existing Cedar Property Transactions involving the Existing Cedar Properties located in the Commonwealth of Pennsylvania, each of Homburg and the applicable Cedar Partners shall be responsible for fifty percent (50%) of the amount thereof.
The respective partnership interests of the Cedar Partners and RioCan in the Partnership from and after the first Closing hereunder as follows: (x) the percentage interest of Cedar GP shall be one percent (1%), (y) the percentage interest of Cedar LP shall be nineteen percent (19%) and (z) the percentage interest of RioCan shall be eighty percent (80%), as the same may be adjusted pursuant to the provisions of the Partnership Agreement.
In addition, the Cedar Partners will make all reasonable efforts to provide RioCan with the information it requires in connection with the conversion to IFRS.
Neither CRTI, Cedar, nor either of the Cedar Partners is or shall be on the Closing Date, a debtor in any state or federal insolvency, bankruptcy or receivership proceeding.
The parties hereto intend that the sale of the Cedar Partnership Interests by the Cedar Partners to the RioCan Partners hereunder shall be treated for U.S. federal income tax purposes (and any state and local tax purposes) as described in Revenue Ruling 99-6, Situation 1, 1999-1 C.B. 432.
Notwithstanding anything to the contrary contained in this Agreement, all representations and warranties of Cedar and the Cedar Partners contained in this Section 6 shall survive the Closing for a period of one (1) year.
The Cedar Partners acknowledge that RioCan and its shareholders will be subject to IFRS commencing January 1, 2011 with retroactive impact to January 1, 2010.
For purposes of this Agreement, “Restricted Parties” shall mean (1) with respect to the Cedar Partners only, CSCI, Cedar Operating Partnership, or any Subsidiary of CSCI or Cedar Operating Partnership (other than the Partnership and its Subsidiaries), and (3) with respect to RioCan only, RioCan REIT, RioCan Private REIT, Inc.