Partnership Election definition

Partnership Election has the meaning provided in Clause 11.2;
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Partnership Election has the meaning set forth in Section 8.1 hereof.
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Partnership Election shall have the meaning ascribed to it in Section 7.13(b)(1).
Sample 1Sample 2

Examples of Partnership Election in a sentence

  • Further, in the event of a Closing with the Partnership Election, the foregoing indemnity shall be deemed to run in favor of AZIW's members, and in such event Green and SL Green Operating Partnership, L.P., as AZIW's members, may enforce the foregoing indemnity against Macklowe and Manhattan Pacific.

  • By its execution and delivery of this Agreement, Opal Feeder agrees that it shall timely make a Valid Opal Group Partnership Election in respect of its Opal Group Sponsor B Units and Opal Carry Units and shall not take (or, as applicable, refrain from taking) actions that would cause such Opal Group Sponsor B Units and Opal Carry Units to cease to be Electing Opal Units as of the Closing.

  • If, in the event of a Closing pursuant to the Nominee Election, the Partnership Election or the Assignment Election, (i) Green elects not to pursue AZIW for any of the obligations under this Section 21(e) or (ii) as a matter of law AZIW may not be liable for any of the obligations under this Section 21(e), the joint and several obligations of Manhattan Pacific and Harry Macklowe shall remain in full force and effect to the full extent thereof.

  • This is a key assumption as some RECI-using firms spoke about running out of internal mitigating actions.

  • AZIW shall have the right from time to time until the Closing to make either the Nominee Election, the Partnership Election or the Assignment Election and subsequently rescind same and (i) close without giving effect to this Article 18 or (ii) make a subsequent election under this Article 18.

  • The liability under this Section 21(e) of Manhattan Pacific and Harry Macklowe shall apply regardless of whether the Closing is pursuant to the Nominee Election, the Partnership Election, the Assignment Election or none of them, and shall not be limited or impaired in the event of a Closing with the application of the Nominee Election, the Partnership Election, the Assignment Election or none of them.

  • The Nominee Election, the Partnership Election or the Assignment Election and the right to close without any such election are exclusive of each other and may not be exercised concurrently.

  • On or prior to the Closing Date, AZIW may notify Green that AZIW elects to admit Green as a forty-nine percent (49%) non-managing member in AZIW (the "Partnership Election").

  • If the Board determines to cause the Company to make a Partnership Election, to the extent that the Company has Members that are subject to tax on UBTI, the Company shall use reasonable best efforts, based on advice of the Company’s tax advisers, to effect the Partnership Election and conduct the operations of the Company so as to not create a material amount of UBTI for those affected Members.

  • Statutory Authority Treasury has ample statutory authority to issue the Proportionate Partnership Election guidance proposed above.


More Definitions of Partnership Election

Partnership Election or the "Assignment Election" (each as hereinafter defined), then the applicable provisions of this Article 18 shall apply; it being agreed that if AZIW makes neither the Nominee Election, the Partnership Election nor the Assignment Election, then the provisions of this Article 18 shall be deemed inapplicable and the Closing shall occur without reference to this Article 18.
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Related to Partnership Election

  • LCA Election has the meaning specified in Section 1.09(a).

  • Partnership Employee means an employee or other service provider of the Partnership or of a Subsidiary of the Partnership, if any, acting in such capacity.

  • Safe Harbor Election has the meaning set forth in Section 10.2(d).

  • Regular primary election means the election on the fourth Tuesday of June of

  • General Partner Unit means a fractional part of the General Partner Interest having the rights and obligations specified with respect to the General Partner Interest. A General Partner Unit is not a Unit.

  • General Partner has the meaning set forth in the Preamble.

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

  • 10) Election has the meaning set forth in Section 6.05(a).

  • Partnership Unit Designation shall have the meaning set forth in Section 4.2.A hereof.

  • General Partner Units has the meaning assigned to such term in the Partnership Agreement.

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

  • Mixed Election has the meaning set forth in Section 3.01(b)(iii).

  • DCP means disclosure controls and procedures;

  • Primary election means any regular primary election held under the election

  • Distribution Election With respect to any Series, as specified in the related Supplement.

  • Partnership has the meaning set forth in the Preamble.

  • Stock Election shall have the meaning set forth in Section 3.2.2.

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

  • Section 385 Controlled Partnership has the meaning set forth in Treasury Regulation Section 1.385-1(c)(1) for a “controlled partnership”.

  • 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.

  • Exchange Election shall have the meaning specified in Section 14.12(a).

  • Statewide popular election means a general election in which

  • General Partner Interest means the ownership interest of the General Partner in the Partnership (in its capacity as a general partner) and includes any and all benefits to which the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement.

  • General Partners means all such Persons.

  • Common Unitholder means a Member who is the registered holder of Common Units.

  • Partnership at will means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.