Portfolio Premium definition
Examples of Portfolio Premium in a sentence
Pac Med LLC has delivered (or shall concurrently herewith deliver) to NHP and the Operating Partnership all federal, state, and/or local tax forms that NHP and the Operating Partnership have reasonably determined are necessary to prevent the application of any withholding taxes to any payments made under Section 3.2 or Section 3.3 of this Amendment, including, but not limited to, any Present Portfolio Premium Adjustment or Future Portfolio Premium Adjustment.
The recipient of any payment under Section 3.2 or Section 3.3 hereof, including, but not limited to, any Present Portfolio Premium Adjustment or Future Portfolio Premium Adjustment (each such recipient party, a “Portfolio Premium Recipient”), shall be responsible for any “Tax” (as defined in the Tax Protection Agreement) imposed upon such Portfolio Premium Recipient that is attributable to his/her/its receipt of such payment.
Certain other affected Transferor Parties, however, elected not to waive any right or claim that they had under the Contribution Agreement to receive their respective Allocable Share of the Present Portfolio Premium Adjustment and any Future Portfolio Premium Adjustment (collectively, the “Non-Waiving Transferor Parties”).
The Operating Partnership hereby agrees to pay and deliver the Present Portfolio Premium Adjustment concurrently with the execution and delivery of this Amendment by the parties hereto in accordance with the terms of Section 3.1 above and this Section 3.2; provided, however, that the Present Share Portion and any OP Unit Certificates may be delivered to Pac Med LLC within five (5) Business Days of the execution and delivery of this Amendment.
Notwithstanding the foregoing original intent, Pac Med LLC does not intend to dispute any right or claim that any Non-Waiving Transferor Party (or any Waiving Transferor Party to the extent such Waving Transferor Party has waived less than all of its rights or claims) may have to receive its Allocable Share of the Present Portfolio Premium Adjustment and any Future Portfolio Premium Adjustment.
Pac Med LLC has informed the Operating Partnership that attached hereto as Exhibit A is a chart identifying all of the Waiving Transferor Parties and Non-Waiving Transferor Parties entitled to any portion of the Present Portfolio Premium Adjustment as well as the cash amounts and numbers and values of OP Units deliverable to each of the Waiving Transferor Parties and Non-Waiving Transferor Parties in connection therewith.
To correct such mistake, Pac Med LLC reminded each affected Transferor Party in writing (the “Investor Letters”) of the original intent, and requested, in substance, that each affected Transferor Party acknowledge in writing such mistake, waive any right to receive such amounts (including the Present Portfolio Premium Adjustment and any Future Portfolio Premium Adjustment), and permit Pac Med LLC to receive such amounts directly from the Operating Partnership as a fee for the services described above.
The Indenture Trustee will notify the Holders by electronic mail within five (5) Business Days of receipt that it has received a revised Portfolio Premium Schedule or revised Budget (but will not forward a copy of such revised document unless requested).