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).
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.
In no event will Home be liable for more than the Balance and any costs to the extent awarded by a court against Zurich in the Fraudulent Conveyance Action.
Xxxxxxx, Xxxx will deliver a reasoned opinion that the Structure will provide Landlord/Trustee with standing to maintain the Fraudulent Conveyance Action and that the claims set forth in the Fraudulent Conveyance Action shall not be deemed satisfied or rendered moot as to Zurich as a result of the settlement evidenced hereby and in the definitive documents.
With respect to each partnership in which an Interest of a Grantor represents a direct or indirect interest, each Grantor 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 each such capitalized term is hereinafter defined).
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 the 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 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 Contributor or any Nominee, without the prior written consent of such Contributor or such 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. Contributor represents a direct or indirect interest, the waiving of any and all rights that such Contributor may have with respect to, and (to the extent possible) that any other person may have with respect to, or that may accrue to such Contributor or other person upon the occurrence of, a Conveyance Action relating to such partnership, including, but not limited to, the following rights: rights of notice, rights to response periods, rights to purchase the direct or indirect interests of another partner in such partnership or to sell such Contributor's or other person's direct or indirect interest therein to another partner, rights to sell such Contributor's or other person's direct or indirect interest therein at a price other than as provided herein, or rights to prohibit, limit, invalidate, otherwise restrict or impair any such Conveyance Action or to cause a termination or dissolution of such partnership because of such Conveyance Action. Each Contributor further covenants that such Contributor 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 partnership in which an Interest of such Contributor represents a direct or indirect interest. The Waivers and Consents contained in this Section 6.10 shall terminate upon the termination of this Contribution Agreement, except as to transactions completed hereunder prior to termination.
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.