Newco Properties definition

Newco Properties means the real properties listed on Schedule 1.4.
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Newco Properties has the meaning set forth in Section 7.2.
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Examples of Newco Properties in a sentence

  • Newco, Newco OP and each member of the Newco Group hereby waives compliance by each and every member of the Vornado Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may be applicable with respect to the transfer or sale of any or all of the Newco Assets or Newco Properties to any member of the Newco Group.

  • The amount of such gain will be equal to the excess of the gross fair market value of the MRYP Newco Properties on the date of the Contribution over the aggregate adjusted bases of such properties in the hands of Merry Land on the same date.

  • Merry Land's management currently estimates that the amount of Merry Land's current earnings and profits during the taxable year which ends on the date of the Merger (taking into account the earnings and profits that will arise as a result of the contribution of the MRYP Newco Properties to MRYP Newco under the Asset Exchange Agreement) will cause approximately 68% of the Distribution Amount of each holder of Merry Land Common to be treated as a dividend for Federal income tax purposes.

  • The MRYP Newco Properties are all located in Georgia and South Carolina (except one unimproved parcel in Nashville, Tennessee and two unimproved parcels in Florida), and as a result, the operating results of MRYP Newco will be significantly dependent on the economic conditions in Georgia, particularly in Augusta and Savannah, and Charleston, South Carolina.

  • Merry Land will recognize gain for Federal income tax purposes upon the transfer of the MRYP Newco Properties to MRYP Newco under the Asset Exchange Agreement.

  • In valuing the MRYP Newco Properties, certain assumptions were made concerning the estimate of revenues to be derived from the properties and real estate values.

  • MRYP Newco's debt and preferred stock instruments, including the Term Loan, the Subordinated Note and the MRYP Newco Preferred, restrict MRYP Newco's ability to incur additional indebtedness and may prevent MRYP Newco from completing planned expenditures with respect to the MRYP Newco Properties.

  • MRYP Newco should have an aggregate adjusted basis in the MRYP Newco Properties on the date of the Contribution equal to the aggregate gross fair market value of such properties on that date.

  • MRYP Newco does not have an operating history as a separate company, and management has historically been able to rely on the earnings, assets and cash flow of Merry Land in managing the MRYP Newco Properties.

  • As noted below, the transfers of the of the MRYP Newco Properties to MRYP Newco under the Asset Exchange Agreement will cause Merry Land to recognize gain and some portion of that gain is expected to be treated as unrecaptured depreciation on Section 1231 assets.

Related to Newco Properties

  • Real Properties means the real property owned by the Borrower or any of its Subsidiaries.

  • Common Properties means and refer to those areas of land shown on any recorded subdivision plat of The Properties and intended to be devoted to the common use and enjoyment of the owners of The Properties.

  • Subject Properties has the meaning specified in Section 5.13(a).

  • Owned Real Properties has the meaning set forth in Section 3.16(b).

  • Initial Properties means collectively the Properties listed on Schedule 1.1 and “Initial Property” means any of such Properties.

  • Owned Properties has the meaning set forth in Section 3.16.

  • Excluded Properties the collective reference to the fee or leasehold interest in real properties owned by the Parent Borrower or any of its Subsidiaries not described in Schedule 5.8.

  • Assets and Properties of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, operated, owned, licensed or leased by such Person, including cash, cash equivalents, Investment Assets, accounts and notes receivable, chattel paper, documents, instruments, general intangibles, real estate, equipment, inventory, goods and Intellectual Property.

  • Additional Properties means any oil and natural gas assets or related interests that are acquired by any member of the Partnership Group pursuant to an Acquisition.

  • Unimproved Real Property means Property in which the Company has an equity interest that was not acquired for the purpose of producing rental or other operating income, that has no development or construction in process and for which no development or construction is planned, in good faith, to commence within one (1) year.

  • Material Properties means (a) those Mortgaged Properties designated on Schedule 3.12 as Material Properties and (b) each other Mortgaged Property with respect to which a Mortgage is granted pursuant to Section 5.11 after the Restatement Effective Date.

  • The Properties means and refer to all such existing properties, and additions thereto, as are subject to this Declaration or any Supplemental Declaration under the provisions of Article II hereof.

  • Oil and Gas Properties means (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized with Hydrocarbon Interests; (c) all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under orders, regulations and rules of any Governmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including production sharing contracts and agreements, which relate to any of the Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all tenements, hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests and (g) all Properties, rights, titles, interests and estates described or referred to above, including any and all Property, real or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive equipment, rental equipment or other personal Property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil xxxxx, gas xxxxx, injection xxxxx or other xxxxx, buildings, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing.

  • Operating Property means any property owned, leased, or operated by the Party in question or by any of its Subsidiaries or in which such Party or Subsidiary holds a security interest or other interest (including an interest in a fiduciary capacity), and, where required by the context, includes the owner or operator of such property, but only with respect to such property.

  • Title V operating permit means a permit issued under Chapter 3745-77 of the Administrative Code.

  • Real Property Interests means all interests in real property of whatever nature, including easements, whether as owner or holder of a Security Interest, lessor, sublessor, lessee, sublessee or otherwise.

  • Company Real Property means the Company Owned Real Property and the Company Leased Real Property.

  • Hotel Property means a Property on which there is located an operating hotel.

  • Real Property Assets means as to any Person as of any time, the real property assets (including, without limitation, interests in participating mortgages in which such Person’s interest therein is characterized as equity according to GAAP) owned directly or indirectly by such Person at such time.

  • Leased Properties have the meaning set forth in Section 3.16 herein.

  • Mortgaged Real Property means (a) each Real Property identified on Schedule 1.01(a) hereto and (b) each Real Property, if any, which shall be subject to a Mortgage delivered after the Original Closing Date pursuant to Section 5.11(d) or pursuant to Section 5.11(d) of the Original Credit Agreement or the Prior Credit Agreement.

  • Other Properties shall have the meaning set forth in Section 9.1.

  • Property Owners association" or "association" means an incorporated or unincorporated entity upon

  • Oil and Gas Interests means: (a) direct and indirect interests in and rights with respect to oil, gas, mineral and related properties and assets of any kind and nature, direct or indirect, including, without limitation, working, royalty and overriding royalty interests, mineral interests, leasehold interests, production payments, operating rights, net profits interests, other non-working interests, contractual interests, non-operating interests and rights in any pooled, unitized or communitized acreage by virtue of such interest being a part thereof; (b) interests in and rights with respect to Hydrocarbons and other minerals or revenues therefrom and contracts and agreements in connection therewith and claims and rights thereto (including oil and gas leases, operating agreements, unitization, communitization and pooling agreements and orders, division orders, transfer orders, mineral deeds, royalty deeds, oil and gas sales, exchange and processing contracts and agreements and, in each case, interests thereunder), and surface interests, fee interests, reversionary interests, reservations and concessions related to any of the foregoing; (c) easements, rights-of-way, licenses, permits, leases, and other interests associated with, appurtenant to, or necessary for the operation of any of the foregoing; (d) interests in oil, gas, water, disposal and injection xxxxx, equipment and machinery (including well equipment and machinery), oil and gas production, gathering, transmission, compression, treating, processing and storage facilities (including tanks, tank batteries, pipelines and gathering systems), pumps, water plants, electric plants, gasoline and gas processing plants, refineries and other tangible or intangible, movable or immovable, real or personal property and fixtures located on, associated with, appurtenant to, or necessary for the operation of any of the foregoing; and (e) all seismic, geological, geophysical and engineering records, data, information, maps, licenses and interpretations.

  • Company Properties shall have the meaning set forth in Section 4.15.1.

  • Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.