Upper Tier Partnership definition

Upper Tier Partnership means any entity treated as a partnership for United States federal income Tax purposes that directly, or indirectly through one or more entities treated as partnerships for United States federal income Tax purposes holds a partnership interest in OpCo.
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Upper Tier Partnership means 237/1290 Upper Tier Associates, L.P., a Delaware limited partnership.
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Upper Tier Partnership means LQP or LQSS.
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Examples of Upper Tier Partnership in a sentence

  • The Parties hereby consent to the transactions contemplated by this Agreement, including under the Investor Rights Agreement, the Existing Upper Tier Partnership Agreement, and the Lower Tier Partnership Agreement (including as amended in accordance herewith), as applicable, without regard to notice or other requirements that may be set forth in such agreements.

  • The Upper Tier Partnership acknowledges and agrees to the Lower Tier Distribution and the concurrent cancellation of the Cancelled Lower Tier Units.

  • The Upper Tier Partnership will then also simultaneously transfer its Interest in the Project Partnership to Home Properties in consideration for the payment to the Upper Tier Partnership of cash in an amount equal to that portion of the Net Consideration that has not already been paid to the General Partner and the Consenting Investors as provided above.

  • The Upper Tier Partnership will simultaneously dissolve with the cash received in the preceding sentence distributed to its remaining limited partners according to Schedule 1 hereto.

  • Simultaneously with the above, the newly acquired interest in the Upper Tier Partnership held by Home Properties will be redeemed in exchange for a percentage interest in the Project Partnership equal to Home Properties' percentage interest in the Upper Tier Partnership.

  • Delivery of and payment for the Firm Stock shall be made at the office of Shearman & Sterling, at 10:00 A.M., New York Draft: September 19, 1997 11 11 time, on the [THIRD] [FOURTH] full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company.

  • For federal income tax purposes, the transaction contemplated by this Agreement shall be treated as the merger of the Upper Tier Partnership and Project Partnership with and into Home Properties under Proposed Treasury Regulation Section 1.708-1(c)(2).

  • The Upper Tier Partnership agrees that to the extent required it will use its reasonable efforts to solicit acceptance from the Investors of the Offer, whether in exchange for cash or OP Units.

  • The Parties hereby consent to the transactions contemplated by this Agreement, including under the Investor Rights Agreement, the Existing Upper Tier Partnership Agreement, and the Lower Tier Partnership Agreement (including asamended in accordance herewith), as applicable, without regard to notice or other requirements that may be set forth in suchagreements.


More Definitions of Upper Tier Partnership

Upper Tier Partnership means a partnership owning
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Upper Tier Partnership means and refer to Elk Grove Terrace, L.P., an Illinois limited partnership.
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Upper Tier Partnership has the meaning given in the Recitals.
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Related to Upper Tier Partnership

  • Upper-Tier REMIC As described in the Preliminary Statement.

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

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of the Act.

  • Middle-Tier REMIC As described in the Preliminary Statement.

  • Derivative Partnership Interests means any options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative securities relating to, convertible into or exchangeable for Partnership Interests.

  • Lower Tier REMIC Interests Each of the Class LTA-1 Interest, the Class LTA-2A Interest, the Class LTA-2B Interest, the Class LTA-2C Interest, the Class LTA-2D Interest, the Class LTM-1 Interest, the Class LTM-2 Interest, the Class LTM-3 Interest, the Class LTM-4 Interest, the Class LTM-5 Interest, the Class LTM-6 Interest, the Class LTB-1 Interest, the Class LTB-2 Interest, the Class LTB-3 Interest, the Class LTIX Interest, the Class LTIIX Interest, the Class LTII1A Interest, the Class LTII1B Interest, the Class LTII2A Interest, the Class LTII2B Interest, the Class LT-IO Interest and the Class LTR Interest.

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

  • Class B Limited Partner means any Person executing (by power of attorney or otherwise) this Agreement as of the date hereof as a Class B Limited Partner or hereafter admitted to the Partnership as a Class B Limited Partner as herein provided, but shall not include any Person who has ceased to be a Class B Limited Partner in the Partnership.

  • 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.

  • Lower-Tier REMIC As described in the Preliminary Statement.

  • Upper-Tier Residual Interest The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2), in the Upper-Tier REMIC and evidenced by the Class R Certificates.

  • Borrower Partnership Agreement means the Limited Partnership Agreement of the Borrower dated as of January 17, 2014 as such agreement may be amended, restated, modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10.

  • Class R-IV Interest The uncertificated Residual Interest in REMIC IV.

  • Class B Interests As set forth in the Trust Agreement.

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

  • Partnership Assets means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned or represented by any Partnership Interest.

  • Class B Interest Each of the Class B-1 and Class B-2 Interests.

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

  • Partnership Unit Economic Balance means (i) the Capital Account balance of the General Partner plus the amount of the General Partner’s share of any Partner Minimum Gain or Partnership Minimum Gain, in each case to the extent attributable to the General Partner’s Partnership Units divided by (ii) the number of the General Partner’s Partnership Units.

  • MLP Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the MLP, as amended or restated from time to time.

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • Public-private partnership means an arrangement or agreement, occurring on or after January 1, 2017, between a procurement unit and one or more contractors to provide for a public need through the development or operation of a project in which the contractor or

  • GP means Gottbetter & Partners, LLP.

  • Pledged Partnership Agreements means all of each Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships.

  • Class B Membership Interest means a Class B Membership Interest in Holdings.