LVP Tax Matters Agreement definition

LVP Tax Matters Agreement means a Tax Matters Agreement to be entered into at or before the Closing in the form attached as Exhibit G hereto among Parent REIT, Parent OP, New Company, the Company and LVP REIT, LVP OP, Pro-DFJV and, solely for purposes of Section 14 thereof, Lightstone Prime, Lightstone Holdings, BRM and Xxxxx Xxxxxxxxxxxx, with final schedules and exhibits to be agreed upon in good faith by the parties thereto.
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Examples of LVP Tax Matters Agreement in a sentence

  • Notwithstanding any other provision of this Agreement to the contrary, the Company is authorized to enter into the DL Tax Matters Agreement and the LVP Tax Matters Agreement and to perform all of the Company’s obligations, and to exercise all of the Company’s rights, pursuant to the DL Tax Matters Agreement and the LVP Tax Matters Agreement.

Related to LVP Tax Matters Agreement

  • Tax Matters Agreement means the Tax Matters Agreement to be entered into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • Employee Matters Agreement means the Employee Matters Agreement to be entered into by and between Parent and SpinCo or the members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • Seller's Agreement An agreement for the origination and sale of Mortgage Loans generally in the form of the Seller Contract referred to or contained in the Program Guide, or in such other form as has been approved by the Master Servicer and the Company, each containing representations and warranties in respect of one or more Mortgage Loans consistent in all material respects with those set forth in the Program Guide.

  • Intellectual Property Matters Agreement shall have the meaning set forth in the Separation and Distribution Agreement.

  • Shareholders' Agreements shall have the meaning provided in Section 5.05.

  • Securityholders Agreement means the Securityholders Agreement of even date herewith among the Company and certain of its securityholders, as amended from time to time pursuant to its terms.

  • Shareholders Agreement has the meaning set forth in the recitals.

  • Members Agreement means the members’ agreement among the Exchange and each Person who, from time to time, is accepted as and becomes a member of the Exchange under the Exchange requirements.

  • Stockholders Agreement means the Stockholders Agreement, dated as of the date hereof, by and among the Company and the other parties thereto.

  • Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.

  • Management Stockholders Agreement means that certain Management Stockholder’s Agreement between the Optionee and the Company.

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Company LLC Agreement means the Limited Liability Company Agreement of the Company, dated as of October 23, 2006, as amended or restated from time to time.

  • Transition Agreement has the meaning set forth in Section 12.8.1.

  • Tax Protection Agreement means, collectively, (a) that certain Tax Protection Agreement, dated as of October 7, 2013 among the Parent, the Borrower, and the other parties named therein and (b) that certain Stockholders Agreement, dated as of August 23, 2016 among Parent and Q REIT Holding LLC, and the other parties named therein (and specifically, the tax related provisions in Article 6 thereof).

  • Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.

  • Joint Powers Agreement means that certain Joint Powers Agreement dated June 27, 2017, as amended from time to time, under which Buyer is organized as a Joint Powers Authority in accordance with the Joint Powers Act.

  • LLC Agreement means the Limited Liability Company Agreement of the Company, as amended from time to time pursuant to its terms.

  • Omnibus Agreement means that certain Omnibus Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Company and certain other parties thereto, as such may be amended, supplemented or restated from time to time.

  • SPS Agreement means the Agreement on the Application of Sanitary and Phytosanitary Measures which is a part of the WTO Agreement; Subheading means the first six digits in the tariff classification number under the HS; Territory means:

  • Investors Agreement has the meaning set forth in Section 6.01(e).

  • Tax Sharing Agreement means any existing agreement binding any Person or any of its Subsidiaries that provides for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability, other than agreements entered into in the ordinary course of business that do not have as a principal purpose addressing Tax matters.

  • JV Agreement each partnership or limited liability company agreement (or similar agreement) between a North American Group Member or one of its Subsidiaries and the relevant JV Partner as the same may be amended, restated, supplemented or otherwise modified from time to time, in accordance with the terms hereof.

  • Transitional Services Agreement shall have the meaning ascribed in Section 6.12.

  • Initial LLC Agreement has the meaning set forth in the recitals to this Agreement.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.