Upper Tier Transfer definition

Upper Tier Transfer is defined in Section 9.01(a).
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Upper Tier Transfer. Means any of the following, whether accomplished directly or indirectly, by contract, operation of law, voluntarily or involuntarily:
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Upper Tier Transfer means any event (including a Transfer of Securities, an issuance of Securities or the amendment of the organizational documents of any Person) which results in the HC-KBS Member no longer being a Qualified HC-KBS Entity.
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Examples of Upper Tier Transfer in a sentence

  • DE - Secretary Of State BEAUTYGE I 8/6/2019 Original UCC Filing 20195427260 All Transferred Assets as defined in the Upper Tier Transfer and Contribution Agreement, dated on or about the date hereof, between Debtor and the Assignor Party.

  • If a Member wishes to effectuate an Upper Tier Transfer not permitted under Section 9.03 it must comply with the provisions of this Section 9.04 with respect to its Interest (but not with respect to an upper tier interest).

  • The Lower Tier Transfer Agreements and the Upper Tier Transfer Agreements.

  • An Upper Tier Transfer shall be deemed a Transfer for the purposes hereof.

  • For purposes of this Agreement, any voluntary or involuntary change in control of a Partner (an "Upper Tier Transfer") shall be deemed a transfer of a Partnership Interest, except that a change in control of S&J shall not be deemed the transfer of a Partnership Interest if the transferee simultaneously acquires a major portion of the motion picture theatres operated by LTM Holdings, Inc.


More Definitions of Upper Tier Transfer

Upper Tier Transfer means, with respect to any Member, any transfer of ownership interests in an entity or issuance of additional ownership interests, or any other transaction howsoever effected, which results in a change in the ultimate beneficial ownership of such Member by its Parent. The term Upper Tier Transfer does not include a transfer of ownership interests in, or issuance of additional ownership interests in, or any other transaction howsoever effected which results in a change in ownership of the Parent of a Member, it being understood however, that a Change in Control with respect to a Reckson Party may trigger the consequences set forth in Section 9.06.
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Related to Upper Tier Transfer

  • Lower Tier Interest As described in the Preliminary Statement.

  • 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.

  • Upper-Tier Certificate Any one of the Class A Certificates (other than the Class A-LR Certificate) and the Class B Certificates.

  • Upper-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.

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

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

  • Lower Tier REMIC Regular Interests Each of the Lower Tier REMIC Interests other than the Class LTR Interest.

  • Class R-3 Interest The uncertificated Residual Interest in REMIC 3.

  • Class R-4 Interest The uncertificated Residual Interest in REMIC 4.

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

  • Lower Tier REMIC Regular Interest As specified in the Preliminary Statement.

  • Upper-Tier REMIC Distribution Account The trust account or accounts created and maintained as a separate trust account (or separate sub-account within the same account as the Lower-Tier REMIC Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Trust 2017-P7, Commercial Mortgage Pass-Through Certificates, Series 2017-P7, Upper-Tier REMIC Distribution Account” and which must be an Eligible Account.

  • Class R-1 Interest The uncertificated Residual Interest in REMIC 1.

  • Uncertificated Lower-Tier Interests Any of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF and Class LNR Uncertificated Interests.

  • REMIC 4 The segregated pool of assets consisting of the Class C Interest conveyed in trust to the Trustee, for the benefit of the Holders of the Class C Certificates and the Class R-X Certificates (in respect of the Class R-4 Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

  • Lower-Tier REMIC Distribution Account The account or accounts created and maintained as a separate account (or separate sub-account within the same account as the Upper-Tier REMIC Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Trust 2020-GC46, Commercial Mortgage Pass-Through Certificates, Series 2020-GC46, and the Uncertificated VRR Interest Owner, Lower-Tier REMIC Distribution Account” and which must be an Eligible Account. The Lower-Tier REMIC Distribution Account shall be an asset of the Lower-Tier REMIC.

  • Uncertificated Lower-Tier Interest A regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and is entitled to monthly distributions as provided in Section 5.02(a) hereof. Any of the Class 1-L Interest, Class 1-LS Interest, Class 2-L Interest, Class 2-LS Interest, Class 3-L Interest, Class 3-LS Interest, Class 4-L Interest and Class 4-LS Interest are Uncertificated Lower-Tier Interests.

  • Class R-I Certificate Any one of the Class R-I Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit D and evidencing an interest designated as a "residual interest" in REMIC I for purposes of the REMIC Provisions.

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

  • Lower-Tier Interest Rate As described in the Preliminary Statement.

  • Upper-Tier Regular Interest As described in the Preliminary Statement.

  • Class R-5 Interest The uncertificated Residual Interest in REMIC 5.

  • REMIC I Interests The REMIC I Regular Interests and the Class R-I Certificates.

  • Class P Certificate Any one of the Class P Certificates executed and authenticated by the Securities Administrator and delivered by the Trustee, substantially in the form annexed hereto as Exhibit A-5 and evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.

  • Class R-II Certificate Any one of the Class R-II Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit D and evidencing an interest designated as a "residual interest" in REMIC II for purposes of the REMIC Provisions.