UPREIT Agreement definition

UPREIT Agreement means the form of limited partnership agreement upon which Acquiror and Contributor have agreed on or prior to the date hereof and that shall be filed by Acquiror as an exhibit to a Current Report on Form 8-K within four (4) business days following the date hereof. Contributor hereby acknowledges and agrees that the ownership of LP Units by it and its respective rights and obligations as a limited partner of the UPREIT (including, without limitation, its right to transfer, encumber, pledge and exchange LP Units) shall be subject to all of the express limitations, terms, provisions and restrictions set forth in this Agreement and in the UPREIT Agreement. (In the event that there are any LP Unit Recipients in addition to Contributor, then Contributor shall cause such LP Unit Recipients to execute a joinder to this Agreement for purposes of acknowledging their agreement to be bound by the provisions of this Section 3.4 and any and all other appropriate provisions of this Agreement upon which Acquiror and Contributor mutually and reasonably agree, including, but not limited to, any representations and warranties made by Contributor that should also be appropriately made by the LP Unit Recipients.). Contributor and the other LP Unit Recipients hereby covenant and agree that, at Closing, they shall execute any and all documentation reasonably required by the UPREIT and the REIT to formally memorialize the foregoing (collectively, the “UPREIT Agreement Adoption Materials”). Contributor and the other LP Unit Recipients acknowledge that they have received and reviewed, or shall receive and review, prior to the Closing Date, the following: (i) Acquiror’s Annual Report on Form 10-K for the year ended December 31, 2014; (ii) Acquiror’s Quarterly Reports on Form 10-Q for the quarters ended April 30, 2015 and June 30, 2015 (assuming the filing thereof prior to the Closing); (iii) Current Reports on Form 8-K of Acquiror since January 1, 2015; (iv) the UPREIT Agreement; and, (v) Resolutions of the Board of Directors of Acquirer. Contributor and the other LP Unit Recipients acknowledge that they: (a) have had an opportunity to conduct a due diligence review of the affairs of Acquiror; and (b) have been afforded the opportunity to ask questions of, and receive additional information from, Acquiror regarding the REIT and the UPREIT.
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UPREIT Agreement means the limited liability partnership agreement of the UPREIT in the form attached hereto as Exhibit B or, if such form is not so attached, as agreed by the parties within thirty (30) days following the date of this Agreement.
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UPREIT Agreement means the limited partnership agreement of the UPREIT which shall provide that Royale shall be the one percent (1%) sole general partner and whose provisions shall be the customary provisions typically found in the limited partnership agreements of operating partnerships in an umbrella partnership real estate investment trust structure, with such changes that may be necessary or desirable to reflect the specific terms of the Transactions and shall otherwise be in form and substance reasonably satisfactory to the H/SIC Partners and Royale. Certain general terms of the UPREIT Agreement are set forth on Exhibit "UPREIT Agreement Terms."
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Examples of UPREIT Agreement in a sentence

  • Contributor acknowledges that the LP Units are not certificated and that, therefore, the issuance of the LP Units shall be evidenced by the execution and delivery of an amendment to the UPREIT Agreement, which amendment shall be executed and delivered by the REIT at Closing (the “Amendment”).

  • The LP Units shall be redeemable for shares of common stock of the REIT (“Stock”) or cash (or a combination thereof) in accordance with the redemption procedures described in the UPREIT Agreement.

  • The UPREIT will be a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and the UPREIT Agreement shall have been duly adopted and in full force and effect.

  • Contributor hereby acknowledges and agrees that the ownership of LP Units by it and its respective rights and obligations as a limited partner of the UPREIT (including, without limitation, its right to transfer, encumber, pledge and exchange LP Units) shall be subject to all of the express limitations, terms, provisions and restrictions set forth in this Agreement and in the UPREIT Agreement.

  • A joinder of the UPREIT Agreement executed by Contributor or its designated recipients of LP Units.

  • The LP Unit Recipients agree that for a period equal to two (2) years following the Closing (the “Lock-Up Period”), the LP Unit Recipients may not, pursuant to the terms of the UPREIT Agreement, in any way or to any extent, exchange, convert or redeem any or all of the Common Units issued to them at Closing into shares of the REIT’s common stock or any other form.

Related to UPREIT Agreement

  • Operating Agreement means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in section 489.110, subsection 1. The term includes the agreement as amended or restated.

  • OP Agreement means the agreement of limited partnership of ATA Holdings, as amended and in effect from time to time.

  • Limited Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of March 9, 2004, as amended from time to time.

  • Operating Partnership Agreement means the Fifth Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as it may be amended, supplemented or restated from time to time.

  • JV Agreement has the meaning set forth in the Recitals.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Joint Agreement means a type of Fund Use Agreement between the Consortium and the Fund Council that sets forth an umbrella set of terms and conditions that govern principally the submission and approval of CRP proposals and the transfer and use of funds from the CGIAR Fund for implementation of CRPs.

  • Partnership Agreements means the partnership agreements together with all agreements, certificates and other documents provided to and approved by Lender and which govern the existence, operation and ownership of the Partnerships.

  • Contribution Agreement has the meaning set forth in the Recitals.

  • Foundation Agreement means the agreement dated the 20th February 1985 made between the Trustee, the Manager, Xxxxxxxx, Genting WA and Tileska providing for the subscription of Units and Options;

  • Original Partnership Agreement has the meaning set forth in the recitals to this Agreement.

  • Enterprise Agreement means an agreement certified under the Workplace Relations Act 1996 (Cth) or approved under the Industrial Relations Act 1996 (NSW).

  • Existing LLC Agreement is defined in the recitals to this Agreement.

  • Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated as of , 2011, as the same may be amended, modified or restated from time to time.

  • Combination Agreement shall have the meaning given in the Recitals hereto.

  • Parent Agreement has the meaning given to it in Clause 12;

  • Joint Venture Agreement has the meaning set forth in the Recitals.

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

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Listing Agreement means an agreement that is to be entered into between a recognised stock exchange and the Company pursuant to Securities and Exchange Board (Listing Obligations and Disclosure Requirements), 2015

  • Company LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 25, 2011, as amended from time to time.

  • MCIP Agreement means the Agreement for the Development of a Joint County Industrial and Business Park (2010 Park) dated as of December 1, 2010, as amended, between the County and Xxxxxxxx County, South Carolina, as the same may be further amended or supplemented from time to time, or such other agreement as the County may enter with respect to the Project to offer the benefits of the Special Source Revenue Credits to the Company hereunder.

  • Omnibus Agreement means that certain Omnibus Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Company and certain other parties thereto, as such may be amended, supplemented or restated from time to time.

  • Development Agreement has the meaning set forth in the Recitals.

  • Public-private partnership agreement means an agreement

  • Sponsorship Agreement means a document that estab- lishes an advanced licensee as a sponsor for a basic licensee.