Conveyance Action means, with respect to any Other Partnership having a direct or indirect ownership interest in any property,
Conveyance Action means, with respect to any Participating Entity having a direct or indirect ownership interest in any Property, (i) the transfer, conveyance or agreement to convey by a partner thereof or by any holder of an indirect interest therein (whether or not such partner or holder is the Contributor hereunder) directly, by Direct Contribution, Merger, Division or otherwise of its direct or indirect interest in such Participating Entity or Property to the Operating Partnership or the Company or (ii) the entering into by any such partner or holder any agreement relating to (x) the formation of the Operating Partnership or the Company or (y) the direct or indirect acquisition by the Operating Partnership or the Company of any such direct or indirect interest or (iii) the taking by any such partner or holder of any action necessary or desirable to facilitate any of the foregoing, including, without limitation, the following (provided that the same are taken in furtherance of the foregoing): any sale or distribution to any person of a direct or indirect interest in such Participating Entity or Property, the entering into any agreement with any person that grants to such person the right to purchase a direct or indirect interest in such Participating Entity or Property and the giving of the Consents and Waivers contained in this Section or consents or waivers similar thereto in form or purpose.
Conveyance Action means, with respect to any Partnership having a direct or indirect ownership interest in any Property, (i) the transfer, conveyance or agreement to convey by a partner thereof or by any holder of an indirect interest therein (whether or not such partner or holder is a Contributor hereunder) directly, by Direct Contribution, Merger, Division or otherwise of its direct or indirect interest in such Partnership or Property to the Operating Partnership or the Company or (ii) the entering into by any such partner or holder any agreement relating to (x) the formation of the Operating Partnership or the Company, or (y) the direct or indirect acquisition by the Operating Partnership or the Company of any such direct or indirect interest or (iii) the taking by any such partner or holder of any action necessary or desirable to facilitate any of the foregoing, including, without limitation, the following (provided that the same are taken in furtherance of the foregoing): any sale or distribution to any person of a direct or indirect interest in such Partnership or Property, the entering into any agreement with any person that grants to such person the right to purchase a direct or indirect interest in such Partnership or Property, and the giving of the Consents and Waivers contained in this Section or consents or waivers similar thereto in form or purpose.
Examples of Conveyance Action in a sentence
With respect to each partnership in which an Interest of a Contributor represents a direct or indirect interest, each Contributor expressly gives all Consents (and any consents necessary to authorize the proper parties in interest to give all Consents) and Waivers necessary or desirable to facilitate any Conveyance Action relating to such partnership (as such terms are hereinafter defined).
Similarly, Global pursued the prepetition litigation against the Debtor’s officers in the Global Fraudulent Conveyance Action for the sole purpose of benefitting Global in order to collect on its Default Judgment, and not for the benefit of the bankruptcy estate which did not exist at the time the action was commenced.
Each Contributor further covenants that it will take no action to enjoin, or seek Damages resulting from, any Conveyance Action by any holder of a direct or indirect interest in a Participating Company or a Property in which the Company Interests represent a direct or indirect interest.
Global asserts that its claim is entitled to priority under section 503(b)(3)(B) because Global’s prepetition litigation against Ashley and Ashley related entities resulted in a favorable recovery to the bankruptcy estate.Despite its having commenced the Global Action and Global Fraudulent Conveyance Action, Global fails to demonstrate how any expense it incurred in bringing these pre-bankruptcy litigations is entitled to administrative expense priority status under section 503(b)(3)(B).
By Decision and Order dated October 1, 2013 (the “Fraudulent Conveyance Decision”), the State Court denied the Defendants’ motion forsummary judgment in the Fraudulent Conveyance Action.
More Definitions of Conveyance Action
Conveyance Action means, with respect to the Partnership,
Conveyance Action means, with respect to any Participating Entity having a direct or indirect ownership interest in any Property, (i) the transfer, conveyance or agreement to convey by a stockholder or member thereof or by any holder of an indirect interest therein (whether or not such stockholder, member or holder is a Contributor) directly or otherwise, of its direct or indirect interest in such Participating Entity or Property to the Company or the Operating Partnership, (ii) the entering into by any such stockholder, member or holder of any agreement relating to (x) the formation of the Company or the Operating Partnership or (y) the direct or indirect acquisition by the Company or the Operating Partnership of any such direct or indirect interest or (iii) the taking by any such stockholder, member or holder of any action necessary or desirable to facilitate any of the foregoing, including, without limitation, the following (provided that the same are taken in furtherance of the foregoing): any sale or distribution to any person or entity of a direct or indirect interest in such Participating Entity or Property, the entering into of any agreement with any person or entity that grants to such person or entity the right to purchase a direct or indirect interest in such Participating Entity or Property and the giving of the Consents and Waivers contained in this Section or consents or waivers similar thereto in form or purpose.
Conveyance Action means, with respect to any Partnership having a direct or indirect ownership interest in any Property Interests, (i) the transfer, conveyance or agreement to convey by a partner thereof or by any holder of an indirect interest therein (whether or not such partner or holder is a Nominee) directly, by Direct Contribution, Merger, Division or otherwise of its direct or indirect interest in such Partnership or Property to the Operating Partnership or the Company at Closing, if elected by the Operating Partnership, provided, however, that a Direct Contribution, Subsidiary Contribution, Merger or Division shall not materially and adversely affect the applicable Contributor or any Nominee in any way, including, without limitation, by impacting the tax treatment to the applicable Contributor or any Nominee, without the prior written consent of such Contributor or Nominee, or (ii) the entering into by any such partner or holder any agreement relating to (x) the formation of the Operating Partnership or the Company, or (y) the direct or indirect acquisition by the Operating Partnership or the Company of any such direct or indirect interest or (iii) the taking by any such partner or holder of any action necessary or desirable to facilitate any of the foregoing, including, without limitation, the following (provided that the same are taken in furtherance of the foregoing): any sale or distribution to any Person of a direct or indirect interest in such Partnership or Property, the entering into any agreement with any Person that grants to such Person the right to purchase a direct or indirect interest in such Partnership or Property, and the giving of the Consents and Waivers contained in this Section or consents or waivers similar thereto in form or purpose.
Conveyance Action means, with respect to any Participating Company having a direct or indirect ownership interest in any Property, (i) the transfer, conveyance or agreement to convey by a partner or member thereof or by any holder of an indirect interest therein (whether or not such partner, member or shareholder is the Contributor hereunder) directly, by Merger or otherwise of its direct or indirect interest in such Participating Company or Property to the Operating Partnership, the Company or a subsidiary thereof at Closing, if elected by the Operating Partnership; (ii) the entering into by any such partner, member or shareholder of any agreement relating to (x) the formation of the Operating Partnership or the Company, or (y) the direct or indirect acquisition by the Operating Partnership, the Company or a subsidiary thereof of any such direct or indirect interest; or (iii) the taking by any such partner, member or shareholder of any action necessary or desirable to facilitate any of the foregoing, including any sale or distribution to any Person of a direct or indirect interest in such Participating Company or Property, the entering into any agreement with any Person that grants to such Person the right to purchase a direct or indirect interest in such Participating Company or Property, and the giving of the Consents and Waivers contained in Section 5.1 or consents or waivers similar thereto in form or purpose.
Conveyance Action means, with respect to any Partnership having a direct or indirect ownership interest in any Property Interest or Project, (i) the transfer, conveyance or agreement to convey by a partner thereof or by any holder of an indirect interest therein (whether or not such partner or holder is the Contributor hereunder) directly, by Direct Contribution, Merger, Division or otherwise of its direct or indirect interest in such Partnership or Property or Project to the Operating Partnership or the Company or (ii) the entering into by any such partner or holder any agreement relating to (x) the formation of the Operating Partnership or the Company, or (y) the direct or indirect acquisition by the Operating Partnership or the Company of any such direct or indirect interest or (iii) the taking by any such partner or holder of any action necessary or desirable to facilitate any of the foregoing, including, without limitation, the following (provided that the same are taken in furtherance of the foregoing): any sale or distribution to any person of a direct or indirect interest in such Partnership or Property or Project, the entering into any agreement with any person that grants to such person the right to purchase a direct or indirect interest in such Partnership or Property or Project, and the giving of the Consents and Waivers contained in this Section or consents or waivers similar thereto in form or purpose.
Conveyance Action means, with respect to any Participating Entity having a direct or indirect ownership interest in any Property, (i) the transfer, conveyance or agreement to convey by a partner thereof or by any holder of an indirect interest therein (whether or not such partner or holder is the Contributor hereunder) directly, by Direct Contribution, Merger, Division or otherwise of its direct or indirect interest in such Participating Entity or Property to the Company, or a Subsidiary Designee, or (ii) the entering into by any such partner or holder any agreement relating to (x) the formation of the Company or any of its subsidiaries or (y) the direct or indirect acquisition by the or the Company or any of its subsidiaries of any such direct or indirect interest or (iii) the taking by any such partner or holder of any action necessary or desirable to facilitate any of the foregoing, including, without limitation, the following (provided that the same are taken in furtherance of the foregoing): any sale or distribution to any person of a direct or indirect interest in such Participating Entity or Property, the entering into any agreement with any person that grants to such person the right to purchase a direct or indirect interest in such Participating Entity or Property and the giving of the Consents and Waivers contained in this Section or consents or waivers similar thereto in form or purpose.
Conveyance Action means, with respect to any Partnership having a direct or indirect ownership interest in any Property, (i) the transfer, conveyance or agreement to convey by a partner thereof or by any holder of an indirect interest therein (whether or not such partner or holder is the Contributor hereunder) directly, by Direct Contribution or otherwise of its direct or indirect interest in such Partnership or Property to the Operating Partnership or the Company at Closing, if elected by the Operating Partnership, or (ii) the entering into by any such partner or holder any agreement relating to (x) the formation of the Operating Partnership or the Company, or (y) the direct or indirect acquisition by the Operating Partnership or the Company of any such direct or indirect interest by any means permitted hereunder (including, without limitation, by Direct Contribution or by merger) or (iii) the taking by any such partner or holder of any action necessary or desirable to facilitate any of the foregoing, including, without limitation, the following (provided that the same are taken in furtherance of the foregoing): any sale or distribution to any Person of a direct or indirect interest in such Partnership or Property, the entering into any agreement with any Person that grants to such Person the right to purchase a direct or indirect interest in such Partnership or Property, and the giving of the Consents and Waivers contained in this Section or consents or waivers similar thereto in form or purpose; provided, however, that any change in the structure of the Conveyance Action shall not materially and adversely affect the Contributor in any way, including, without limitation, by impacting the tax treatment to the Contributor, without the prior written consent of the Contributor which consent may not be unreasonably withheld.