Major Capital Event means one or more of the following: (i) the sale of all or any part of or interest in the Partnership’s Property exclusive of sales or other dispositions of tangible personal property in the ordinary course of business; (ii) the placement and funding of, or refinancing of, any indebtedness of the Partnership secured by some or all of its assets with respect to borrowed money, excluding short term borrowing in the ordinary course of business; (iii) the condemnation of all or any material part of or interest in the Partnership’s Property through the exercise of the power of eminent domain; or (iv) any casualty, failure of title or other similar event or circumstance affecting the Partnership’s Property or any part thereof or interest therein that results in excess proceeds after restoration or repair.
Major Capital Event. Any transaction with respect to any Property which generates cash receipts other than ordinary operating income, including, without limitation, sales of real or personal property (other than sales of personal property in the ordinary course of business), condemnations (and conveyances in lieu thereof) (but only to the extent not required to be paid to mortgagees, tenants or other third parties and not applied to the restoration of the Property), damage recoveries (but only to the extent not required to be paid to mortgagees, tenants or other third parties and not applied to the restoration of the Property), receipts of insurance proceeds (other than rent insurance proceeds) (but only to the extent not required to be paid to mortgagees, tenants or other third parties and not applied to the restoration of the Property), borrowings, and other transfers or dispositions of all or a significant part of (i) any Property or (ii) the aggregate assets of the Company.
Major Capital Event means one or more of the following: (i) sale of all or any part of the Company, any Venture Vehicle, or any Hotel, exclusive of sales or other dispositions of tangible personal property in the ordinary course of business; (ii) the refinancing of any or all indebtedness of any Company or Venture Vehicle; (iii) condemnation of all or any part of or an interest in any Hotel through the exercise of the power of eminent domain; (iv) any loss of all or a portion of such Hotel or an interest in such Hotel by casualty, failure of title or otherwise that results in excess insurance proceeds after restoration or repair (if such Hotel is restored or repaired); and (v) payment from title insurance on account of a defect in title to a Hotel or with respect to any other claim under any owner’s title insurance policy insuring any Venture Vehicle’s interest in any real estate owned by the Venture Vehicle.
Examples of Major Capital Event in a sentence
Notwithstanding the above, gain or loss resulting from a Major Capital Event or a Liquidating Event shall be allocated only to those persons who are Partners as of the date on which such transaction is consummated.
Upon the occurrence of a Major Capital Event, the Members agree to negotiate in good faith to amend this Company Agreement as necessary or desirable to reflect any economic or structural changes to the Company or among the Members which may have resulted from such Major Capital Event.
Upon the receipt by the Company of proceeds from any Major Capital Event, such funds shall be deposited directly into the Company’s Operating Account.
Profits and losses from a Major Capital Event and a Liquidating Event shall be determined and allocated as of the date of such Event, without regard to allocations of profit or loss occurring after, or distributions of cash occurring after or with respect to, such event.
The preferential return can be distributed only through cash distributed as a result of a Major Capital Event (as defined) or cash distributed upon dissolution of the partnership.
More Definitions of Major Capital Event
Major Capital Event means any extraordinary transaction with respect to the Venture, any Subsidiary or any Property which generates cash receipts other than ordinary operating income, including, without limitation, sales of real or personal property (other than sales of personal property in the ordinary course of business), sales of interests in a Subsidiary, financings, refinancings and borrowings (whether secured or unsecured) by the Venture or a Subsidiary, condemnations (and conveyances in lieu thereof), recoveries relating to damage to any Property, receipts of insurance proceeds relating to damage to any Property and receipts of “key-man” insurance proceeds relating to any principal, officer and/or employee of the Venture or a Subsidiary.
Major Capital Event means an event (other than a Liquidating Event) arising other than in the ordinary course of the Partnership's business, including, without limitation, (i) the sale of less than substantially all of the Business; or (ii) a borrowing or refinancing. The Managing Partner's designation of an event as a Major Capital Event shall be binding upon the Partners and the Partnership absent manifest error.
Major Capital Event means (i) the sale, exchange, condemnation, casualty loss or other disposition (whether voluntary or involuntary) of the Property, but specifically excluding dispositions of personal property and equipment in the ordinary course of business, or (ii) recovery of damage awards and insurance proceeds (other than business or rental interruption insurance proceeds), or (iii) net proceeds (if any) from the placement of mortgage debt financing upon the Company’s Property.
Major Capital Event. Any extraordinary transaction which generates cash receipts other than ordinary operating income, including, without limitation, sales of all or a significant portion of the LLC's interests in the Lower Tier Entities and borrowings (whether secured or unsecured) by the LLC.
Major Capital Event. Any transaction with respect to any Property which generates cash receipts other than ordinary operating income, including, without limitation, sales of real or personal property (other than sales of personal property in the ordinary course of business), condemnations (and conveyances in lieu thereof) (but only to the extent not required to be paid to mortgagees, tenants or other third parties and not applied to the restoration of the Property), damage recoveries (but only to the extent not required to be paid to mortgagees, tenants or other third parties and not applied to the restoration of the Property), receipts of insurance proceeds (other than rent or insurance proceeds) (but only to the extent not required to be paid to mortgagees, tenants or other third parties and not applied to the restoration of the Property), borrowings, and other transfers or dispositions of all or a significant part of (i) any Property or (ii) the aggregate assets of the Company. “Net Extraordinary Cash Flow from Additional Properties”. The amount remaining, if any, after subtracting from cash receipts arising from a Major Capital Event relating to an Additional Property (i) all expenses of, and payments and deposits by, the Company related to such Major Capital Event reasonably allocated by the Manager to such Additional Property, including, without limitation, any payment made in respect of any indebtedness encumbering the Additional Property, and (ii) such reasonable reserves for the business of the Company as may be authorized pursuant to any Annual Plan, as modified from time to time, and (iii) the payment of all outstanding principal and interest due with respect to Company Loans, if any. “Net Extraordinary Cash Flow from Initial Properties”. The amount remaining, if any, after subtracting from cash receipts arising from a Major Capital Event relating to an Initial Property (i) all expenses of, and payments and deposits by, the Company related to such Major Capital Event reasonably allocated by the Manager to such Initial Property, including, without limitation, any payment made in respect of any indebtedness encumbering the Initial Property, and (ii) such reasonable reserves for the business of the Company as may be authorized pursuant to any Annual Plan, as modified from time to time, and (iii) the payment of all outstanding principal and interest due with respect to Company Loans, if any.
Major Capital Event means any transaction or series of transactions involving (i) any sale, transfer or other disposition of all or substantially all of the Company's assets (other than in the ordinary course of business), (ii) any Insurance Event, or (iii) any financing or refinancing the purpose of which financing or refinancing is to distribute all or part of the proceeds to the Members.
Major Capital Event means any event (excluding a Liquidating Event) arising other than in the ordinary course of the Partnership's business, including, without limitation, (i) the sale, exchange or disposition of less than substantially all of the Network; (ii) a condemnation or disposition of less than substantially all of the Network; (iii) the recovery of damage awards or settlements or insurance proceeds from the loss of or damage to the Network, and (iv) a borrowing or refinancing by the Partnership. The General Partner's designation of an event as a Major Capital Event shall be binding upon the Partners and the Partnership absent manifest error.