Crescent Equities definition
Examples of Crescent Equities in a sentence
The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to Crescent Equities by the Exchanging Person, accompanied by any certificate or certificates evidencing the Partnership Units to be exchanged.
Any Partnership Units transferred to Crescent Equities in connection with the exercise of the Exchange Rights shall be canceled.
If Crescent Equities elects to pay all or any portion of the consideration to an Exchanging Person in cash, the Crescent Group agrees to use its best efforts to raise any required funds as quickly as possible after receipt of the Notice of Exchange.
In addition, the Partnership may, together with Crescent Equities, enter into indemnification agreements with one or more of the Indemnitees pursuant to which the Partnership and Crescent Equities shall jointly and severally agree to indemnify such Indemnitee(s) to the fullest extent permitted by law, and advance to such Indemnitee(s) all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted.
Notwithstanding the foregoing, the General Partner shall use its best efforts to cause the Partnership to distribute sufficient amounts to enable Crescent Equities to pay shareholder dividends that will (i) allow Crescent Equities to achieve and maintain qualification as a REIT, and (ii) avoid the imposition of any additional taxes under Section 857 or Section 4981 of the Code.
GENERAL PARTNER: CRESCENT REAL ESTATE EQUITIES, LTD., A Delaware corporation, on its own behalf and as attorney-in-fact for the Limited Partners pursuant to Sections 2.4 and 14.1.B of the Effective Agreement (other than Crescent Equities) By: /s/ David M.
In connection with the foregoing, and without limiting Crescent Equities' right in its sole discretion to cease qualifying as a REIT, the Partners acknowledge that Crescent Equities' current status as a REIT inures to the benefit of all the Partners and not solely the Crescent Group.
Following any "change in control" of Crescent Equities of the type required to be reported under Item 1 of Form 8-K promulgated under the Exchange Act, any determination as to entitlement to indemnification shall be made by independent legal counsel selected by the Indemnitee, which such independent legal counsel shall be retained by the General Partner on behalf of the Partnership and at the expense of the Partnership.
Crescent Equities shall not transfer all or any portion of its ownership interest in the General Partner; provided, however, that Crescent Equities may liquidate the General Partner.
Each Limited Partner and Assignee further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Partnership Units to Crescent Equities, such Limited Partner or Assignee shall assume and pay such transfer tax.