Promote Loss Event definition

Promote Loss Event means the occurrence of an Event of Default with respect to the Formation Member pursuant to one or more of clauses (a), (b) (but in the case of clause (b), other than if resulting solely from gross negligence) and (c) (but in the case of clause (c), only to the extent relating to this Agreement, the Venture, any Subsidiary or any Property).
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Promote Loss Event means the occurrence of an Event of Default with respect to the TFG Member pursuant to one or more of clauses (a), (b)(but in the case of clause (b), other than if resulting solely from gross negligence), (c)(i), (f) (but, in the case of clause (f), other than as a result of the death or Disability of the Key Principals), and (h) (but, in the case of clause (h), only if such Event of Default constitutes a Promote Loss Event (as defined in the Owner Venture Agreement) under the Owner Venture Agreement).
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Promote Loss Event means any one or more of the following events (i) the breach by or default of any Ramco Partner under this Agreement, or the breach by or default of any Ramco Partner or the Property Manager (if the Property Manager is an Affiliate of Ramco) under any other agreement entered into by such Ramco Partner or the Property Manager, as the case may be, and the Partnership, any Partner or any SP Subsidiary, which breach or default has not been cured within the applicable cure period (if any) provided under this Agreement or the other applicable agreement, as the case may be, and which breach or default has not has been subsequently cured as of the date of determination of the Promote Loss Event, (ii) the failure by any Ramco Partner to timely make any Capital Contribution required to be made by such Ramco Partner under this Agreement unless such Ramco Partner has cured such failure by making such Capital Contribution, and/or (iii) the removal of Ramco GP or any other Approved Ramco Party as Managing General Partner for Cause pursuant to this Agreement. If any Ramco Partner, in good faith, disputes the existence of any alleged breach or default under clause (i) above at the time that a distribution of Net Cash from Sales is made pursuant to this Agreement, then the Promote Amount (if any) that would be distributed to the Ramco Partners from such Net Cash from Sales but for such breach or default will be withheld by the Partnership (and not distributed to any Partners) until the dispute is resolved (whether by judicial or other binding decision or by agreement of the Partners). Upon resolution of the dispute, the Partnership shall distribute the withheld amount pursuant to (and in accordance with) the applicable provisions of Section 7.1.
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Examples of Promote Loss Event in a sentence

  • In the event of any dispute between Members under Section 7.05 with respect to whether or not a Removal Event or a Promote Loss Event has occurred or the amount of Removal Liabilities associated therewith, such dispute shall be submitted to final and binding arbitration in New York, NY, administered by JAMS in accordance with JAMS Streamlined Arbitration Rules and Procedures in effect at that time.

  • If the Formation Member is removed as Administrative Member by reason of an Event of Default that is not also a Promote Loss Event, promptly following the Removal Date, the Venture Assets shall be valued as of the removal date by an independent third party appraiser reasonably selected by the Managing Member.

  • In the event of any dispute between Members under Section 7.05 with respect to whether or not a Removal Event or a Promote Loss Event has occurred, such dispute shall be submitted to final and binding arbitration in New York, NY, administered by JAMS in accordance with JAMS Streamlined Arbitration Rules and Procedures in effect at that time.

  • Notwithstanding anything to the contrary contained in this Article 10, the Formation Member shall not have the right to be an Initiating Member or tender a Sale Notice from and after the Removal Date (if the underlying Removal Event was also a Promote Loss Event).

  • If the Formation Member is removed as the Administrative Member by reason of an Event of Default that is also Promote Loss Event, from and after the Removal Date, the Formation Member shall not be entitled to any Distributions under the Promote Distribution Provisions and the Venture shall distribute all future Distributions under the Promote Distribution Provisions to the Members, pro rata in accordance with their Percentage Interests.

Related to Promote Loss Event

  • Loss Event means (A) an annual pre-tax loss at GS Inc. or (B) annual negative revenues in one or more reporting segments as disclosed in the Firm’s Form 10-K other than the Investing & Lending segment, or annual negative revenues in the Investing & Lending segment of $5 billion or more, provided in either case that you are employed in a business within such reporting segment.

  • Data Loss Event means any event that results, or may result, in unauthorised access to Personal Data held by the Supplier under this Agreement, and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach.

  • Property Loss Event means any loss of or damage to property of Group or any Subsidiary thereof that results in the receipt by such Person of proceeds of insurance in excess of $2,000,000 or any taking of property of Group or any Subsidiary thereof that results in the receipt by such Person of a compensation payment in respect thereof in excess of $2,000,000.

  • SF1-4 Intrinsic Loss Estimate means total losses under this Single Family Shared-Loss Agreement in the amount of eighteen million dollars ($18,000,000.00).

  • Net Loss Proceeds means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Event of Loss, including, without limitation, insurance proceeds, condemnation awards or damages awarded by any judgment, net of:

  • Consolidated Net Loss for any fiscal period, means the amount which, in conformity with GAAP, would be set forth opposite the caption "net income" (or any like caption), as the case may be, on a consolidated statement of earnings of the Borrower and its Subsidiaries, if any, for such fiscal period.

  • Underwritten Net Cash Flow means, as of any date of determination, the excess of: (i) for the twelve (12) month period ending on such date, the sum of (A) the lesser of (1) GPR multiplied by 94.0%, and (2) Actual Rent Collections, and (B) Other Receipts; over (ii) for the twelve (12) month period ending on such date, the sum of (A) Operating Expenses, adjusted to reflect exclusion of amounts representing non-recurring expenses, (B) Underwritten Capital Expenditures and (C)

  • Economic loss means any of the following types of pecuniary harm:

  • Intrinsic Loss Estimate means total losses under the shared loss agreements in the amount of twenty nine million dollars ($ 29,000,000.00).

  • Total Loss Proceeds means the proceeds of any insurance or any compensation or similar payment arising in respect of a Total Loss.

  • Consolidated Net Income (Loss) of any Person means, for any period, the Consolidated net income (or loss) of such Person and its Subsidiaries for such period on a Consolidated basis as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income (or loss), by excluding, without duplication, (i) all extraordinary gains or losses (exclusive of all fees and expenses relating thereto), (ii) the portion of net income (or loss) of such Person and its Subsidiaries on a Consolidated basis allocable to minority interests in unconsolidated Persons to the extent that cash dividends or distributions have not actually been received by such Person or one of its Subsidiaries, (iii) net income (or loss) of any Person combined with such Person or any of its Subsidiaries on a “pooling of interests” basis attributable to any period prior to the date of combination, (iv) any gain or loss, net of taxes, realized upon the termination of any employee pension benefit plan, (v) net gains (or losses) (except for all fees and expenses relating thereto) in respect of dispositions of assets other than in the ordinary course of business, (vi) the net income of any Subsidiary to the extent that the declaration of dividends or similar distributions by that Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders, (vii) any gain arising from the acquisition of any securities, or the extinguishment, under GAAP, of any Indebtedness of such Person, (viii) transaction costs charged in connection with the Refinancing, or (ix) amortization of intangible assets of such Person and its Subsidiaries on a consolidated basis under GAAP.

  • Net Casualty Proceeds means, with respect to any Casualty Event, the amount of any insurance proceeds or condemnation awards received by the Borrower or any of its U.S. Subsidiaries in connection with such Casualty Event (net of all collection or similar expenses related thereto), but excluding any proceeds or awards required to be paid to a creditor (other than the Lenders) which holds a first priority Lien permitted by clause (d) of Section 7.2.3 on the property which is the subject of such Casualty Event.

  • Total Intrinsic Loss Estimate means the sum of the SF1-4 Intrinsic Loss Estimate in the Single Family Shared-Loss Agreement, and the Commercial Intrinsic Loss Estimate in the Commercial Shared-Loss Agreement, expressed in dollars.

  • Event of Loss Proceeds means, with respect to any proceeds from any Event of Loss, all Satellite insurance proceeds received by the Issuer or any of the Restricted Subsidiaries in connection with such Event of Loss, after

  • Operating Loss means a negative Operating Profit.

  • Excess Loss The amount of any (i) Fraud Loss realized after the Fraud Loss Coverage Termination Date, (ii) Special Hazard Loss realized after the Special Hazard Coverage Termination Date or (iii) Bankruptcy Loss realized after the Bankruptcy Coverage Termination Date.

  • Capital Event means a sale or disposition of any of the Company’s capital assets, the receipt of insurance and other proceeds derived from the involuntary conversion of Company property, the receipt of proceeds from a refinancing of Company property, or a similar event with respect to Company property or assets.

  • Initial Bankruptcy Loss Coverage Amount $226,715.

  • Excess Fraud Loss Any Fraud Loss, or portion thereof, which exceeds the then applicable Fraud Loss Amount.

  • Cram Down Loss means, with respect to any Receivable (other than a Defaulted Receivable) as to which any court in any bankruptcy, insolvency or other similar Proceeding issues an order reducing the principal amount to be paid on such Receivable or otherwise modifies any payment terms with respect thereto, an amount equal to the amount of the principal reduction ordered by such court. A “Cram Down Loss” will be deemed to have occurred on the date of issuance of such court’s order.

  • Loss Proceeds means, collectively, all Insurance Proceeds and all Condemnation Proceeds.

  • Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.