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 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.

  • Distributions in respect of the LP Units acquired by the LP Unit Recipients shall begin to accrue from and after the Closing Date (notwithstanding the fact that such date may not be the applicable record date under the UPREIT Agreement), and the amount of distributions paid or to be paid to the LP Unit Recipients for any quarter shall be prorated accordingly.

  • This Agreement is to be read consistent with the Master UPREIT Agreement and Contribution Agreements by and between the parties to effectuate the intent of creating an UPREIT structure.

  • The General Partner shall contribute the consideration set forth in the Master UPREIT Agreement to the capital of the Partnership.

  • AHIT shall form the UPREIT prior to Closing by filing the UPREIT Certificate with the State of Maryland Department of Assessments and Taxation (Corporate Charter Division) and adopting the UPREIT Agreement.

  • Between the effective date of the closing of the Master UPREIT Agreement and the exercise of the conversion option in Section 3.3, above, the General Partner agrees to retain the designee of the Limited Partner to serve as “property manager” of the Northern Properties, which shall not be confused with providing General Partner duties in this Article IV.

  • This Agreement is to be read consistent with the Master Agreement and the UPREIT Agreement, both of which are incorporated herein by reference.

  • Prior to the expiration of the Conversion Period, as defined above, the Limited Partner may withdraw from the Partnership only upon default by the General Partner of its duties and obligations under the Master UPREIT Agreement or related agreements, or upon the dissolution, liquidation, or bankruptcy of the General Partner.

  • Commencing on the day after the first anniversary of the closing of the Master UPREIT Agreement, each Partnership Interest held by the Limited Partner shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into the number of fully paid and nonassessable shares of common stock in the General Partner on a 1:1 basis.

  • However, as set forth in the UPREIT Agreement, in the event of default by AHIT under the Master UPREIT Agreement and related agreements, or liquidation or bankruptcy of AHIT, the Contributed Interests, Contributed Assets and Northern Properties shall be quit claimed to Northern in consideration of mutual releases of liability.

Related to UPREIT Agreement

  • Operating Agreement means this Operating Agreement as originally executed and as amended from time to time.

  • 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 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 each partnership or limited liability company agreement (or similar agreement) between a North American Group Member or one of its Subsidiaries and the relevant JV Partner as the same may be amended, restated, supplemented or otherwise modified from time to time, in accordance with the terms hereof.

  • 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, collectively, all of the Partnership Agreements.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • 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 that certain First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of the date hereof, as amended from time to time.

  • Combination Agreement has the meaning 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 has the meaning specified in the Recitals.

  • 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 Limited Liability Company Agreement of the Company, dated as of October 23, 2006, as amended or restated 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.

  • 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.