Legacy Acquisitions definition
Examples of Legacy Acquisitions in a sentence
The Agreement shall commence on the Closing Date (the “Effective Date”), as such term is defined in that certain Purchase and Sale Agreement (“Purchase Agreement”) by and among Ardent Medical Services, Inc., AHS Newco 14, LLC, AHS New Mexico Holdings, Inc., Ardent Legacy Acquisitions, Inc., and Ventas, Inc.
Except as provided in Sections 5.2(b), 6.2, 6.3, 6.4 or 13.3 or otherwise provided hereunder, Distributable Funds, if any, shall be distributed to the Partners quarterly or from time to time as determined by the General Partner, provided that in all cases Distributable Funds shall be separately calculated for each New Acquisition Tranche and the Legacy Acquisitions.
For purposes of clarification only, the JVP Legacy Cap and suspension of Section 5.2(b) shall not apply with respect to investments in Investment Opportunities subsequent to the Legacy Acquisitions that have been approved by JVP and Starwood, in their respective sole discretion, except as provided below in this Section 5.2(a).
In addition to the immediately preceding sentence, the default provisions of Section 5.2(b) shall not apply to contributions made by Starwood with respect to the Legacy Acquisitions Property after JVP has reached the JVP Legacy Cap.
From and after the Effective Date, each Partner’s respective Percentage Interests shall be adjusted from time to time on each date when additional Capital Contributions (other than Rental Pool Additional Contributions) are made with respect to the Legacy Acquisitions and/or a New Tranche Acquisition, as applicable.
The General Partner shall cause the Partnership to identify and record the segregation of Capital Contributions made, expenses incurred and revenues received as between Non-Rental Pool Property and the Rental Pool, and from and after the Effective Date, the General Partner shall also cause the Partnership to identify and record the further segregation of the Property and the Capital Contributions made, expenses incurred and revenues received among the Legacy Acquisitions and each New Acquisition Tranche.
From and after the Effective Date, the Capital Contributions, Closing Capital Amounts and the Property from new Investment Opportunities the Partnership closes upon shall be accounted for separately from those of the Legacy Acquisitions.
Notwithstanding the needs of the Partnership with respect to the aggregate Non-Rental Property constituting the Legacy Acquisitions only, in no event (other than as set forth in Section 9.14) shall JVP be required to make aggregate Capital Contributions with respect to such Legacy Acquisition Property in excess of an aggregate of Two Million Five Hundred Thousand Dollars ($2,500,000) (such maximum aggregate Capital Contributions amount by JVP with respect to Legacy Acquisitions, the “JVP Legacy Cap”).
THIS GUARANTY OF MASTER LEASE (this “Guaranty”) is made as of [ ] [ ], 20[ ], by EGI-AM Holdings, L.L.C., a Delaware limited liability company, Ardent Legacy Holdings, Inc., a Delaware corporation, and Ardent Legacy Acquisitions, Inc., a Delaware corporation (individually and/or collectively, as the context may require, “Guarantor”), to [VENTAS LANDLORD ENTITY], a [ [type of entity] (“Landlord”).
For purposes of clarification only, if the Legacy Acquisitions and/or a New Acquisition Tranche is not projected to achieve a 10% Internal Rate of Return for Starwood (each, a “Suboptimal Tranche”) then future Management Incentive Distributions and Tax Distributions otherwise payable with respect to any New Acquisition Tranche and/or the Legacy Acquisitions may be retained by the Partnership and included in future Distributable Funds for such Suboptimal Tranche.