Substantially All Sale means a sale, assignment, transfer, lease or conveyance to any other Person, in one or a series of related transactions, directly or indirectly, of all or substantially all of the properties and assets of the Credit Group to a Person that is not within the Credit Group immediately prior to such transaction.
Substantially All Sale means a sale, assignment, transfer, lease or conveyance, in one or a series of related transactions, directly or indirectly, of all or substantially all of the assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction.
Substantially All Sale means a sale, assignment, transfer, lease or conveyance, in one or a series of related transactions, directly or indirectly, of all or substantially all of the assets of the Group Partnerships taken as a whole to a Person that is not a Group Partnership immediately prior to such transaction
More Definitions of Substantially All Sale
Substantially All Sale means a sale, assignment, transfer, lease or conveyance to any other Person, in one or a series of related transactions, directly or indirectly, of all or substantially all of the combined assets of the Company taken as a whole to any other Person.
Substantially All Sale means a sale, assignment, transfer, lease or conveyance to any other Person, in one or a series of related transactions, directly or indirectly, of all or substantially all of the combined assets of the Credit Group taken as a whole to a Person that is not within the Credit Group immediately prior to such transaction. The transactions contemplated by the Reorganization Agreement shall not constitute a Substantially All Sale.
Substantially All Sale means a sale, assignment, transfer, lease or conveyance, in one or a series of related transactions, directly or indirectly, of all or substantially all of the assets of the KKR Group Partnerships taken as a whole to a Person that is not a KKR Group Partnership immediately prior to such transaction.
Substantially All Sale means a sale, assignment, transfer, lease or conveyance, in one or a series of related transactions, directly or indirectly, of all or substantially all of the assets of the Apollo Operating Group taken as a whole to a Person that is not a member of the Apollo Operating Group immediately prior to such transaction. “Tax Advances” has the meaning set forth in Section 5.07. “Tax Amount” has the meaning set forth in Section 4.01(b)(i). “Tax Distributions” has the meaning set forth in Section 4.01(b)(i). “Tax Matters Member” means, for any taxable year of the Company subject to the TEFRA Audit Rules, APO UK (FC) acting in the capacity of the “tax matters partner” of the Company (as such term was defined in section 6231(a)(7) of the Code under the TEFRA Audit Rules) or such other Person as may be appointed to be the “tax matters partner” by the Board from time to time. “Tax Redemption Event” has the meaning set forth in the Issuer LLC Agreement. “TEFRA Audit Rules” means subchapter C of Chapter 63 of the Code (sections 6221 through 6234 of the Code), as enacted by the Tax Equity and Fiscal Responsibility Act of 1982, Pub. L. Xx. 00-000, 00 Xxxx. 000, as amended from time to time, and the Treasury Regulations (whether proposed, temporary or final), including any subsequent amendments, and administrative guidance, promulgated thereunder (or which may be promulgated in the future), together with any similar United States state, local or non-U.S. law, but excluding the BBA Audit Rules. “Transfer” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law, including, without limitation, the exchange of any Unit for any other security. “Treasury Regulations” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations). “Units” means the Ordinary Shares, the Voting Shares and any other Class of Units authorized in accordance with this Agreement, including the Series A Preferred Mirror Units, which shall constitute interests in the Company as provided in this Agreement and under the Act; entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the Company at any particular time as set forth in this Agreement, and any and all other benefits to w...
Substantially All Sale. ’ means a sale, assignment, transfer, lease or conveyance, in one or a series of related transactions, directly or indirectly, of all or substantially all of the assets of the Ares Operating Group entity taken as a whole to a Person that is not an Ares Operating Group entity immediately prior to such transaction.
Substantially All Sale means a sale, assignment, transfer, lease or conveyance to any other Person in one or a series of related transactions, directly or indirectly, of all or substantially all of the combined assets of the MFA Group taken as a whole to a Person that is not within the MFA Group immediately prior to such transaction or series of related transactions.
Substantially All Sale means a sale, assignment, transfer, lease or conveyance to any other Person, in one or a series of related transactions, directly or indirectly, including any disposition of property pursuant to a Delaware Divided LLC pursuant to a Delaware LLC Division, of all or substantially all of the combined assets of the Loan Parties taken as a whole to a Person that is not within the Loan Parties immediately prior to such transaction; provided that in no event shall the winding up, dissolution, liquidation or other disposition of a Subsidiary that is not a Material Subsidiary be a Substantially All Sale.