Transaction Partner definition

Transaction Partner means the Limited Partner which either directly, or indirectly through its Affiliates, obtained an economic advantage outside of the Joint Venture from a Qualified Compensation Event.
Sample 1

Examples of Transaction Partner in a sentence

  • Transaction Partner hereby represents and warrants that it has received advice of legal counsel of its own selection in negotiations for, and the preparation of, this Letter, that it has read this Letter or has had the same read to it by its counsel, that it has had this Letter, and the legal effect hereof, fully explained by such counsel, and that Transaction Partner is fully aware of this Letter's contents and legal effect.

  • Transaction Partner irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of inconvenient forum, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Letter.

  • Following the subscription of shares by the Transaction Partner and other Japanese Shareholders pursuant to Paragraph 3, ABT shall have the right to designate such number of directors to the board of directors of ABT Japan ("Board") constituting 33-1/3% of the Board, such number being rounded upward to the nearest whole number.

  • The initial business model of ABT Japan, in accordance with which the Transaction Partner and ABT expect that ABT Japan's business will be carried out and which includes ABT Japan's obligations to ABT, is attached hereto as EXHIBIT A (the "Initial Business Plan") and is expressly agreed to by the parties hereto.

  • Each of ABT and the Transaction Partner will pay its own expenses incident to the negotiation, preparation and execution of this Letter and the Transaction Agreements, including without limitation, all fees, expenses, due diligence costs and fees of their respective counsel.

  • Any legal action or proceeding with respect to this Letter may be brought in the courts of the State of California or of the United States for the Central District of California, and Transaction Partner consents, for itself and in respect of its property, to the non-exclusive jurisdiction of those courts.

  • The Transaction Partner will initially subscribe to [*] shares of common stock of ABT Japan for an aggregate cash contribution to ABT Japan of [*].

  • Transaction Partner further consents to process being served in any such action or proceeding by mailing a copy thereof to its address set forth above, and agrees that such service shall be deemed in every respect effective service of process upon Transaction Partner in any such action or proceeding and shall be taken and held to be valid personal service upon and personal delivery to Transaction Partner to the full extent permitted by law.

  • The Transaction Partner and ABT will use their respective reasonable best efforts to negotiate and execute, and to cause ABT Japan to negotiate and execute, as soon as reasonably practicable but in no event later than May 31, 1999, the Transaction Agreements with respect to the Transaction.

  • The Transaction Partner expressly acknowledges and agrees that, even in the event that the Japanese Shareholders (other than the Transaction Partner) shall ultimately invest an aggregate amount which is less than [*] in the capital stock of ABT Japan, the Transaction Partner shall nevertheless make the investments set forth in Paragraph 3 above, and perform all of its other obligations under this Letter.

Related to Transaction Partner

  • Transaction Party means the Company and each Guarantor, collectively, “Transaction Parties”.

  • Transaction Parties As defined in Section 5.3(o).

  • Transaction Person with respect to a Transaction shall mean (i) any Person who (x) is or will become an Acquiring Person or a Principal Party (as such term is hereinafter defined) if the Transaction were to be consummated and (y) directly or indirectly proposed or nominated a director of the Company which director is in office at the time of consideration of the Transaction, or (ii) an Affiliate or Associate of such a Person.

  • Ultimate Parent Entity means a Constituent Entity of an MNE Group that meets the following criteria:

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

  • Ultimate Parent means a Company, which owns not less than fifty-one percent (51%) equity either directly or indirectly in the Parent and Affiliates.

  • Subject Company shall have the meaning set forth in Section 6.10(a).

  • Seller Parent has the meaning set forth in the Preamble.

  • 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.

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • Buyer Group Member means Buyer and its Affiliates and their respective successors and assigns.

  • Partnership Group Member means any member of the Partnership Group.

  • Portfolio Company means the issuer or obligor under any Portfolio Investment held by any Obligor.

  • Blocker has the meaning set forth in the preamble.

  • Selling Partner has the meaning set forth in Section 8.5.

  • MLP has the meaning given such term in the introduction to this Agreement.

  • Buyer Party means each of (i) the Buyer and (ii) each Affiliate of the Buyer that is a party to a Transaction Agreement.

  • Buyer Parent has the meaning set forth in the Preamble.

  • Contributor means Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.

  • Contributing Partner means each Partner contributing (or deemed to have contributed on termination and reconstitution of the Partnership pursuant to Section 708 of the Code or otherwise) a Contributed Property.

  • Seller Guarantor has the meaning set forth in the Preamble.

  • Purchaser Parent has the meaning set forth in the preamble to this Agreement.

  • Merging entity means an entity that is a party to a merger and exists immediately before the merger becomes effective.

  • Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.