New Operating Partnership definition

New Operating Partnership means a limited partnership formed and owned by Holdings which limited partnership shall be organized under the laws of a state of the United States or the District of Columbia.
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Examples of New Operating Partnership in a sentence

  • At the Closing, BREF or its subsidiary, as applicable, shall contribute and transfer the BREF Contributed Assets and the Promissory Note to the New Operating Partnership, and Acquirer shall cause the New Operating Partnership to accept transfer of the BREF Contributed Assets and the Promissory Note, pursuant to the terms and subject to the conditions set forth in this Agreement.

  • Acquirer shall have received the opinion of New Centurion Partners, LLC, dated as of the Effective Date, based upon and subject to such assumptions and qualifications that are set forth therein, to the effect that the consideration deliverable to Acquirer and the New Operating Partnership pursuant to this Agreement is fair from a financial point of view to Acquirer and its stockholders.

  • Acquirer and the New Operating Partnership shall, based on the advice of Acquirer’s counsel and the representations made by Trade Street Fund, BREF and the COB Owners, as applicable, in Section 3.2(f) hereof, be reasonably satisfied that the issuance of Issued Shares to Trade Street Fund and BREF and the New OP Units to the COB Owners may be made without registration under the Securities Act in reliance on Regulation D under the Securities Act.

  • In addition, Acquirer shall cause the New Operating Partnership to satisfy the debt due from Trade Street Fund to BREF by acquiring such obligation from BREF as provided in Section 1.4(d) hereof and then cancelling the debt.

  • If the Class C Preferred OP Units have not been converted into Common OP Units within one (1) year after first becoming convertible, then the New Operating Partnership may redeem the Class C Preferred OP Units at the Preferred OP Liquidation Preference Amount.

  • Acquirer hereby consents to Acquirer and the New Operating Partnership being named as co-guarantors and key principals under all credit agreements governing each Existing Loans on Contributed Apartment Assets effective only upon the Closing of the transaction described herein.

  • Except as disclosed in paragraph 3.1(d) of the Acquirer Disclosure Schedule, (i) other than with respect to the FMP Units there are no outstanding securities convertible into, redeemable or exchangeable for any shares of Common Stock of Acquirer; and (ii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for shares of Common Stock or any other securities of Acquirer or the Operating Partnership or the New Operating Partnership.

  • As of the Closing Date, the New Operating Partnership will have: (i) no Liabilities; (ii) Acquirer, or a wholly-owned subsidiary of Acquirer, as its sole general partner having a 0.01% equity interest therein; and (iii) as its limited partners, only those persons and entities as contemplated by this Agreement.

  • Certified copy of the Certificate of Limited Partnership of the New Operating Partnership and the New Operating Partnership Agreement duly executed by the partners of the New Operating Partnership.

  • At the Closing, the COB Owners shall contribute and transfer the Contributed Operating Businesses to the New Operating Partnership, and Acquirer shall cause the New Operating Partnership to accept transfer of the Contributed Operating Businesses, pursuant to the terms and subject to the conditions set forth in this Agreement.

Related to New Operating Partnership

  • Operating Partnership has the meaning set forth in the preamble.

  • General partnership means an organization formed under chapters 45-13 through 45-21.

  • Operating Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as it may be amended, supplemented or restated from time to time.

  • Operating Company means an “operating company” within the meaning of 29 C.F.R. §2510.3-101(c) of the Plan Asset Regulations.

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • REIT means a real estate investment trust under Sections 856 through 860 of the Code.

  • GP means Gottbetter & Partners, LLP.

  • General Partners means all such Persons.

  • General Partner means the Company or its successors as general partner of the Partnership.

  • Partnership has the meaning set forth in the preamble of this Agreement.

  • 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.

  • MLP Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the MLP, as amended or restated from time to time.

  • Operating Entities means, from time to time, the Persons in which the Holding Entities, directly or indirectly, hold interests and that (i) directly hold real estate assets, or (ii) indirectly hold real estate assets but all of the interests of which are not held, directly or indirectly, by the Holding Entities, other than, in the case of each of (i) and (ii), any Person in which the Holding Entities, directly or indirectly, hold interests for investment purposes only of less than 5% of the outstanding equity securities of that Person;

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Borrower Partnership Agreement means the Limited Partnership Agreement of the Borrower dated as of January 17, 2014 as such agreement may be amended, restated, modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10.

  • 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.

  • MLP GP means any general partner of any MLP and any general partner of the general partner of any MLP.

  • Selling Partner has the meaning set forth in Section 8.5.

  • Contributors has the meaning set forth in the Preamble.

  • Dating partner means any person involved in an intimate association with another individual that is primarily characterized by the expectation of affectionate involvement, whether casual, serious, or long-term.

  • REIT Partner means (a) the General Partner or any Affiliate of the General Partner to the extent such person has in place an election to qualify as a REIT and, (b) any Disregarded Entity with respect to any such Person.

  • OP means open pit and “UG” means underground.

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

  • Holding Entities means the subsidiaries of Brookfield Renewable Energy L.P., from time to time, through which it indirectly holds all of the Partnership’s interests in the Operating Entities.

  • Limited liability partnership or “LLP” shall mean a Company governed by Limited Liability Partnership Act 2008 or as amended.

  • TRS means a taxable REIT subsidiary (as defined in Section 856(l) of the Code) of the General Partner.