Excluded Partnership definition

Excluded Partnership means each of the general and limited partnerships and each of the limited liability companies identified on Schedule 1.01B hereto as an Excluded Partnership; provided that any such partnership or limited liability company shall cease to be an Excluded Partnership at such time as (i) the grant of a security interest in the partnership interests or limited liability company interests thereof and a guaranty of the Obligations by such entity shall no longer constitute a material violation of a valid and enforceable restriction in favor of a third party or (ii) the required consents to such grant and such guaranty shall have been obtained.
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Excluded Partnership for a fiscal period means a partnership more than 25% of whose gross revenue for the fiscal period derives from activities carried on in one or more excluded sectors of activities;
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Examples of Excluded Partnership in a sentence

  • References in this Agreement to payment obligations of Contributors either must be paid out of the funds of each Contributor or, if made by the Partnerships, must be paid solely from the Excluded Partnership Assets and Liabilities, except for the prorations to be made under this Agreement as of the Closing Date.

  • If after the Closing Date any Vencor Company (other than an Excluded Partnership) receives any cash refund or rebate of any federal, state or other tax, the Borrowers shall prepay (subject to subsection (g) below) an aggregate principal amount of Loans and permanently reduce the Commitments in an amount equal to 100% of such tax refund or rebate.

  • If after the Closing Date any Vencor Company (other than an Excluded Partnership) receives any Net Cash Proceeds from any Equity Issuance, the Borrowers shall prepay (subject to subsection (g) below) an aggregate principal amount of Loans and permanently reduce the Commitments in an amount equal to 100% of such Net Cash Proceeds.

  • The Pledgor hereby confirms its acceptance of the Excluded Partnership Interest Release.

  • In consideration of, and subject to, the -------------------- terms and conditions hereinafter set forth, each Contributor shall transfer to Xxxxxxxx all of its right, title and interest in the Partnership and in the Property, including without limitation its entire Partnership interest and all rights in the capital, profits and losses of the Partnership allocable to the period from and after Closing, but not including any interest in the Excluded Partnership Property and Liabilities.

  • We hereby notify you that the Partnership Interests pledged by us listed in the Excluded Partnership Interest Table below [have come into existence on [ ].] [have been identified by us as Excluded Property on [ ].] We hereby represent and warrant that the Partnership Interests listed in the Excluded Partnership Interest Table [are being used for the purpose of [ ] and thereby qualifies as Excluded Property.

  • Notwithstanding the foregoing, if, upon the Closing, there are Deferred Partnership Asset Owning Entities and/or Excluded Partnership Asset Owning Entities, then, at Seller's option, it shall be permitted to designate up to eight (8) of the U.S. Employees identified with the sign # in Part 3 of Schedule 7, or as otherwise agreed to between Seller and Buyer, as "DEFERRED EMPLOYEES".

  • The relevant Pledgor 1, Pledgor 2 or Pledgor 3 (as the case may be) hereby accepts such Excluded Partnership Interest Release.

  • If after the Closing Date any Vencor Company (other than an Excluded Partnership) receives any Net Cash Proceeds from the issuance or other incurrence of any Debt, the Borrowers shall prepay (subject to subsection (g) below) an aggregate principal amount of Loans and permanently reduce the Commitments in an amount equal to 100% of such Net Cash Proceeds; provided that this subsection (b) shall not apply to any Net Cash Proceeds of (i) Debt under this Agreement or (ii) Permitted Intercompany Debt.

  • Furthermore, each of the Excluded Partnership Officers (as designated on Exhibit A attached hereto) does not have, shall not have and can be effectively excluded from access to all classified information in the possession of the Partnership and does not occupy a position that would enable him or her to affect adversely the Partnership’s policies and practices in the performance of classified contracts for the DoD or other User Agencies of the National Industrial Security Program.

Related to Excluded Partnership

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Disqualified Partnership Any domestic entity classified as a partnership under the Code if any of its direct or indirect beneficial owners (other than through a U.S. corporation) are (or, under the applicable partnership agreement, are permitted to be) Disqualified Non-United States Tax Persons.

  • Excluded Parties shall have the meaning assigned to such term in Section 9.16.

  • Section 385 Controlled Partnership has the meaning set forth in Treasury Regulation Section 1.385-1(c)(1) for a “controlled partnership”.

  • Excluded Entity means a corporation or other entity of which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be cast by all of such corporation’s or other entity’s voting securities outstanding immediately after such transaction.

  • Excluded Party means any REIT, any parent company of or Person who Controls any REIT in each instance engaged primarily in owning and operating Real Property, and any other Person whom the Borrower has reasonably identified in writing to the Administrative Agent as a competitor or potential competitor of the Borrower.

  • 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.

  • Publicly traded partnership means any partnership, an interest in which is regularly traded on an established securities market. A “publicly traded partnership” may have any number of partners.

  • 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.

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

  • Excluded Person means each Defendant, the directors and officers of each Defendant, the subsidiaries or affiliates of each Defendant, the entities in which each Defendant or any of that Defendant’s subsidiaries or affiliates have a controlling interest and the legal representatives, heirs, successors and assigns of each of the foregoing.

  • Foreign limited partnership means a partnership formed under laws other than of this state and having as partners one or more general partners and one or more limited partners.

  • Domestic partnership means an association of two or more persons to carry on as co-owners a

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

  • 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.

  • Public-private partnership means an arrangement or agreement, occurring on or after January 1, 2017, between a procurement unit and one or more contractors to provide for a public need through the development or operation of a project in which the contractor or

  • Excluded Persons means (A) the Company or any Regency Entity; (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Regency Entity; (C) an underwriter temporarily holding securities pursuant to an offering of such securities; or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock in the Company.

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Borrower.

  • Subsidiary Partnership means any partnership or limited liability company that is a Subsidiary of the Partnership.

  • Borrower Partnership Agreement means the Limited Partnership Agreement of the Borrower dated as of January 17, 2014 as such agreement may be amended, restated, modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10.

  • Qualified REIT Subsidiary means any Subsidiary of the General Partner that is a “qualified REIT subsidiary” within the meaning of Section 856(i) of the Code.

  • Taxable REIT Subsidiary means any corporation (other than a REIT) in which General Partner directly or indirectly owns stock and General Partner and such corporation jointly elect that such corporation shall be treated as a taxable REIT subsidiary of General Partner under and pursuant to Section 856 of the Code.

  • Foreign partnership means an association of two or more persons to carry on as co-owners of a

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

  • Non-U.S. Subsidiary means any Subsidiary that is not a U.S. Subsidiary.

  • 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.