Constituent Partner definition

Constituent Partner means any person or entity that is a partner in, member or shareholder of any Borrower, or any person or entity that directly or indirectly through one or more limited liability companies, partnership or other entities, is a partner in, member or shareholder of any Borrower; provided, however, in no event shall the Parent be a “Constituent Partner”.
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Constituent Partner means any direct partner in any Maker, and any person or entity that is a partner in any partnership that, directly or indirectly through one or more other partnerships, is a partner in any Maker.
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Constituent Partner as used herein, shall mean, any direct partner in Borrower and any person or entity that, directly or indirectly, through one or more other partnerships, limited liability companies or corporation or other entities is a partner in Borrower. For purposes of this Section 11.22(b), neither the negative capital account of any Constituent Partner in Borrower or in any other Constituent Partner in Borrower, nor any obligation of any Constituent Partner in Borrower to restore a negative capital account or to contribute or loan capital to Borrower or to any other Constituent Partner in Borrower shall at any time be deemed to be the property or an asset of Borrower (or any other Constituent Partner) and neither Lender nor any of its successors or assigns shall have any right to collect, enforce or proceed against with respect to any such negative capital account or obligation to restore, contribute or loan.
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More Definitions of Constituent Partner

Constituent Partner shall have the meaning set forth in Section 11.22(b).
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Constituent Partner in Borrower shall mean any direct partner or member in Borrower and any person that is a partner or member in any partnership or limited liability company that, directly or indirectly, through one or more other partnerships or limited liability companies, is a partner or member in Borrower. As used herein, "person" means any individual, partnership, corporation, limited liability company, trust or other entity. "Affiliate" of a specified person or entity for the purposes of this Note or the other Loan Documents, means (i) a director, trustee, officer, employee, agent, partner, member, shareholder, subsidiary, or attorney of such entity, or (ii) a person or entity which (either directly or indirectly, through one or more intermediaries) controls, is under common contact with or is controlled by such person or entity, or (iii) any person or entity that, directly or indirectly, is the beneficial owner of ten percent (10%) or more of any class of voting securities (or otherwise has a substantial beneficial interest) in such entity or of which such person or entity is directly or indirectly the beneficial owner of ten percent (10%) or more of any class of voting securities (or in which such person or entity has a substantial beneficial interest), or (iv) any person or entity that is a director, trustee, officer, employee, agent, partner, member, shareholder, subsidiary or attorney of any of the foregoing. For purposes of this definition, control of a specified person or entity (including the correlative terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the specified person or entity, whether through ownership of voting securities, the ability to appoint the majority of an entity's trustees, directors or persons in a similar capacity, or otherwise. For purposes of applying this definition, the managing partner of a general partner or limited partnership will be deemed to be in control thereof provided such managing partner possesses the power to direct or cause the direction of the management and policies of the partnership. The provisions of this Section shall survive any foreclosure of the Mortgage and discharge of this Note.
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Constituent Partner in Seller means any direct partner in Seller and any person or entity that is a partner in any partnership that, directly or indirectly through one or more other partnerships, is a partner in Seller. This Section 8.02 shall survive the Closing and any termination of this Agreement. Notwithstanding anything to the contrary in this Agreement or in any other agreement, instrument or certificate delivered in connection herewith, after the Closing, Seller shall have no personal liability in connection with this Agreement or any other agreement, instrument or certificate delivered in connection herewith or any amendments or modifications to any of the foregoing made at any time or times; provided, however, Buyer shall have the right to set-off against the amounts owing under the Note any monetary obligations owed to Buyer from Seller arising out of a breach of any representation, warranty or covenant of Seller contained in this Agreement or the failure of Seller to comply with any other term or provision of this Agreement or any other agreement, instrument or certificate delivered in connection herewith or any amendments or modifications to any of the foregoing made at any time or times; provided further, however, that Buyer's right to setoff against amounts owing under the Note as a result of a breach of a warranty, representation or covenant hereunder shall be capped at $900,000.00.
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Constituent Partner in Seller means any direct partner in Seller and any person that is a partner in any partnership that, directly or indirectly through one of more other partnerships, is a partner in Seller. Notwithstanding anything herein to the contrary, in no event shall this Section 13.12 be deemed to be a limitation of Seller's liability under this Agreement.
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Related to Constituent Partner

  • Constituent entity means: (i) with respect to an MNE Group having a Reporting Entity resident for tax purposes in the Isle of Man, (A) any separate business unit of an MNE Group that is included in the consolidated financial statements for financial reporting purposes or would be so included if equity interests in such business unit of an MNE Group were traded on a public securities exchange, (B) any separate business unit that is excluded from the MNE Group’s consolidated financial statements solely on size or materiality grounds, and (C) any permanent establishment of any separate business unit of the MNE Group included in (A) or (B) above provided the business unit prepares a separate financial statement for such permanent establishment for financial reporting, regulatory, tax reporting, or internal management control purposes; and (ii) with respect to an MNE Group having a Reporting Entity resident for tax purposes in the United States, any “Constituent Entity” as defined in the relevant U.S. Treasury regulations;

  • Constituent Person has the meaning specified in Section 5.6(b).

  • Constituent Company means an existing company that is participating in a merger or consolidation with one or more other existing companies;

  • Constituent Holder means any stockholder, collective investment fund included within a Qualifying Fund (as defined in paragraph (E) below) or beneficial holder whose stock ownership is counted for the purposes of qualifying as holding the Proxy Access Request Required Shares (as defined in paragraph (E) below) or qualifying as an Eligible Stockholder (as defined in paragraph (E) below);

  • Constituent organization means an organization that is party to a merger.

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

  • General Partner means the Company or its successors as general partner of the Partnership.

  • General partnership means an organization formed under chapters 45-13 through 45-21.

  • REIT Partner means (a) the General Partner or any Affiliate of the General Partner to the extent such person has in place an election to qualify as a REIT and, (b) any Disregarded Entity with respect to any such Person.

  • Partnership has the meaning set forth in the preamble of this Agreement.

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Constituent corporation means a corporation or a foreign corporation that:

  • General Partners means all such Persons.

  • Operating Partnership has the meaning set forth in the preamble.

  • Member organization means any individual, corporation, limited liability company, partnership, or association that belongs to an association.

  • Constituent means any State resident or other person

  • Partnership Group Member means any member of the Partnership Group.

  • REIT means a real estate investment trust under Sections 856 through 860 of the Code.

  • common-law partner of an individual means another individual who has cohabited with the individual in a conjugal relationship for a period of at least one year;

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of the Act.

  • Constituent Corporations has the meaning set forth in the second recital of this Agreement.

  • Parent Subsidiary means any Subsidiary of Parent.

  • Co-licensed partner means a person who, with at least one other person, has the right to engage in

  • Surviving organization means the organization resulting from a merger which:

  • Business Partner means a legal entity that requires use of a Cloud Service in connection with Customer’s and its Affiliates’ internal business operations. These may include customers, distributors, service providers and/or suppliers of Customer.