Helmsley Group Member definition

Helmsley Group Member means each Helmsley Entity, each Contributed Helmsley Entity, the Helmsley Estate and the Contributing Trust.
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Examples of Helmsley Group Member in a sentence

  • There is no outstanding order, writ, injunction or decree of any Governmental Authority against such Helmsley Group Member relating to or affecting all or any portion of the Contributed Interests that would materially impair such Helmsley Group Member’s ability to execute, deliver or perform its obligations under this Agreement.

  • This Agreement shall not create or permit any personal liability or obligation on the part of any shareholder, managing member, member, general partner, trustee, executor, director, officer or employee of any Helmsley Group Member, the Supervisor, the Company or the Operating Partnership, to the extent applicable, in their capacities as such.

  • The execution, delivery and performance by such Helmsley Group Member of this Agreement and each Transaction Document to which it is a party has been duly and validly authorized by all necessary actions required of such entity.

  • If the Closing does not occur by December 31, 2014 (the “Termination Date”), or such earlier time as the Company determines not to proceed with the IPO, this Agreement shall be deemed terminated and shall be of no further force and effect and none of the Company, the Operating Partnership or any Helmsley Group Member shall have any further obligations hereunder except as specifically set forth in this Agreement.

  • The Participation Interests set forth on Exhibit A constitute all of the Participation Interests owned directly or indirectly by any Helmsley Group Member or their controlled Affiliates.

Related to Helmsley Group Member

  • Company Group Member means each member of the Company Group.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Minority group member means a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following groups:

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

  • Buyer Group Member means Buyer and its Affiliates and their respective successors and assigns.

  • Group Member means a member of the Partnership Group.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

  • Acquired Entities means the Company and each of its Subsidiaries, collectively.

  • Group Member Agreement means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Group Members the collective reference to the Borrower and its Subsidiaries.

  • 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.

  • Group Entity means any of the Company and Subsidiaries of the Company.

  • Controlled Group Member means each trade or business (whether or not incorporated) which together with the Borrower is treated as a single employer under Sections 4001(a)(14) or 4001(b)(1) of ERISA or Sections 414(b), (c), (m) or (o) of the Code.

  • Retained Group means, in respect of each Seller, that Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (excluding the Purchaser, that Seller’s Target Company and any subsidiaries or subsidiary undertakings of that Target Company);

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Brookfield Group means Brookfield and any Affiliates of Brookfield, other than any member of the BREP Group;

  • Company Group means the Company and its Subsidiaries.

  • Group Company means any one of them;

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.

  • MLP has the meaning given such term in the introduction to this Agreement.

  • Seller Parent has the meaning set forth in the Preamble.

  • Borrower Party Affiliate means, with respect to the Mortgage Loan Borrower, a manager of the Mortgaged Property or an Accelerated Mezzanine Loan Lender, (a) any other Person controlling or controlled by or under common control with such Mortgage Loan Borrower, manager or Accelerated Mezzanine Loan Lender, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such Mortgage Loan Borrower, manager or Accelerated Mezzanine Loan Lender, as applicable. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.