Initial Protected Partners definition

Initial Protected Partners has the meaning set forth in the recitals.
Sample 1Sample 2Sample 3
Initial Protected Partners has the meaning set forth in the recitals. “OP Agreement” means the Agreement of Limited Partnership of the Operating Partnership, dated as of [March 31, 2023]. “OP Units” has the meaning set forth in the recitals. “Operating Partnership” has the meaning set forth in the Preamble. “Maintained Debt” means the indebtedness under the loan agreements and related documents assumed or deemed to be assumed by the Operating Partnership as a result of the Transaction on the Closing Date. “Maintained Debt Guarantees” means the guarantees of the Maintained Debt existing on the Closing Date. “Minimum Liability Amount” means, for each Protected Partner, the amount set forth on Schedule 3 hereto next to such Protected Partner’s name, as amended from time to time. “Nonrecourse Liability” has the meaning set forth in Treasury Regulations Section 1.752-1(a)(2). “Partner Guarantor” means a Protected Partner who has guaranteed any portion of the Guaranteed Debt.7 “Partnership Interest Consideration” has the meaning set forth in Section 2.3(ii). “Pre-Transaction Gain” means, with respect to each Protected Property and as reflected on Schedule 2 hereof, the excess of: (i) the fair market value of such Protected Property as of the Closing Date; over (ii) the adjusted tax basis of the Protected Property immediately after the Closing Date (reduced by any income or gain recognized as a result of the Transaction). 7 [NTD: BDO to model the extent (if any) to which any LTD entity or individual guarantees are needed at closing and thereafter during the Tax Protection Period to avoid phantom income for the LTD Contributors in light of the shift in basis under Section 752 over time as book depreciation is claimed. Would require back-to- back guarantees from LTD entities and their members.]
Sample 1

Related to Initial Protected Partners

  • Urban Coordinating Council Empowerment Neighborhood means a neighborhood given priority access to State resources through the New Jersey Redevelopment Authority.

  • Federally Qualified Health Center means a non-administrative medical facility with a fixed permanent location that is identified on the following search engines and offers health services on a sliding scale payment system: http://findahealthcenter.hrsa.gov or http://www.ihs.gov/ or http://www.aachc.org/.

  • Initial Limited Partners means the Organizational Limited Partner (with respect to the Common Units and Subordinated Units received by it pursuant to Section 5.2), the General Partner (with respect to the Incentive Distribution Rights) and the Underwriters, in each case upon being admitted to the Partnership in accordance with Section 10.1.

  • Hosting Partners means companies who entered into an agreement with CIPC in the areas of application management; application hosting, application service provision, and marketplace hosting are incorporated in this category.

  • Spatial Planning and Land Use Management Act means the Spatial Planning and Land Use Management Act, 2013 (Act 16 of 2013);

  • 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.

  • Consent of the Limited Partners means the Consent of a Majority in Interest of the Limited Partners, which Consent shall be obtained prior to the taking of any action for which it is required by this Agreement and may be given or withheld by a Majority in Interest of the Limited Partners, unless otherwise expressly provided herein, in their sole and absolute discretion.

  • 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.

  • Urban renewal project means undertakings and activities of a municipality in an urban renewal area for the elimination and for the prevention of the development or spread of slums and blight, and may involve slum clearance and redevelopment in an urban renewal area, or rehabilitation or conservation in an urban renewal area, or any combination or part of them in accordance with an urban renewal plan. These undertakings and activities may include:

  • Broad-Based Black Economic Empower-ment Act means the Broad-Based Black Economic Empowerment Act, 2003 (Act No. 53 of 2003);

  • 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

  • Broad-Based Black Economic Empowerment Act means the Broad-Based Black Economic Empowerment Act, 2003 (Act No. 53 of 2003);

  • Commercial Partners means any third party with whom a contract is lawfully concluded for the exploitation of the Commercial Rights;

  • Substituted Limited Partner means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4.

  • Urban renewal plan means a plan, as it exists from time to time, for an urban renewal project, which plan shall be sufficiently complete to indicate such land acquisition, demolition and removal of structures, redevelopment, improvements, and rehabilitation as may be proposed to be carried out in the urban renewal area, zoning and planning changes, if any, land uses, maximum density and building requirements.

  • Public Finance Management Act ’ means the Public Finance Management Act, 1999 (Act No. 1 of 1999);

  • Additional Limited Partner means a Person admitted to the Partnership as a Limited Partner pursuant to Section 10.4 and who is shown as such on the books and records of the Partnership.

  • Community mental health center or "CMHC" means a facility offering a comprehensive array of community-based mental health services, including but not limited to, inpatient treatment, outpatient treatment, partial hospitalization, emergency care, consultation and education; and, certain services at the option of the center, including, but not limited to, prescreening, rehabilitation services, pre-care and aftercare, training programs, and research and evaluation.

  • ESC means erosion and sediment control.

  • Harbour Master means the ABP Harbour Master or Dock Master for the Port (as appropriate) or their authorised representative;

  • Next Michigan development corporation means that term as defined in section 3 of the next Michigan development act, 2010 PA 275, MCL 125.2953.

  • Blackstone means collectively, The Blackstone Group L.P., a Delaware limited partnership, and any Affiliate thereof (excluding any natural persons and any portfolio companies of any Blackstone-sponsored fund).

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

  • Partners means the General Partner and the Limited Partners.

  • Atomic Energy Act means the Atomic Energy Act of 1954, as amended.

  • Organizational Limited Partner means Xxxxx X. Xxxxxxx.