Vornado Included Assets definition

Vornado Included Assets. ’ means the Vornado Included Properties, the Vornado Included Entities, the Vornado Included Investments and other assets related thereto, which includes all of the assets and liabilities of Vornado’s Washington, DC segment (other than our 46.2% interest in Rosslyn Plaza) and excludes Vornado’s 7.5% interest in Fashion Centre Mall and 3040 M Street.
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Vornado Included Assets means the Vornado Included Properties, the Vornado Included Entities, the Vornado Included Investments and other assets related thereto, which includes all of the assets and liabilities of Vornado's Washington, DC segment and excludes Vornado's 7.5% interest in Fashion Centre Mall and 3040 M Street.
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Vornado Included Assets means, in addition to the Vornado Included Interests, all assets, and properties of the Vornado Parties and their Subsidiaries related to the Vornado Included Properties, the Vornado Included Interests and the Vornado Included Investments or the proceeds from any sale thereof that comprise the Newco Assets (as defined in the Separation and Distribution Agreement), but excluding any Vornado Excluded Assets.
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Examples of Vornado Included Assets in a sentence

  • Because the Vornado Included Assets are deemed the accounting acquirer, all of their assets, liabilities and results of operations will be recorded at their historical cost basis.

  • Following such designation, any such properties and any entities that own only a direct or indirect ownership interest in any such properties (and no direct or indirect ownership interest in any Vornado Included Assets or JBG Included Assets) shall constitute Vornado Excluded Assets or JBG Excluded Assets, as applicable, for all purposes of this Agreement (and the Parties shall reasonably modify the Pre-Combination Transactions as necessary to effect the same).

  • Except as specified in Section 3.25(a) of the Vornado Disclosure Letter, there are no labor unions or other organizations certified or recognized to represent any Vornado Service Providers and as of the date hereof, to the Vornado Parties’ knowledge, no union organization campaign is in progress with respect to, any Vornado Service Providers at any of the Vornado Included Assets.

  • As of the date hereof, there are no unfair labor practice charges pending before the National Labor Relations Board or any other Governmental Entity, any grievances, complaints, claims or judicial or administrative proceedings, in each case, which are pending, or to the Vornado Parties’ knowledge threatened in writing or, anticipated by or on behalf of any current or former Vornado Service Providers at any of the Vornado Included Assets.

  • The adjustments to the unaudited pro forma combined statement of operations for the year ended December 31, 2016 are as follows (dollar amounts in thousands): (AA)Represents the registrant, which will be the ultimate parent entity upon the completion of the distribution of the Vornado Included Assets from Vornado and the acquisition of the JBG Included Assets.

  • Proportionate NOI attributable to unconsolidated real estate ventures includes Vornado Included Assets for all of 2017 and 2016 and JBG Assets for 2017 for the period July 18, 2017 to December 31, 2017.

  • The adjustments to the unaudited pro forma combined statements of operations for the nine months ended September 30, 2016 and the year ended December 31, 2015 are as follows (dollar amounts in thousands): (AA)Represents the registrant, which will be the ultimate parent entity upon the completion of the distribution of the Vornado Included Assets from Vornado and the acquisition of the JBG Included Assets.

Related to Vornado Included Assets

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Excluded Assets has the meaning set forth in Section 2.02.

  • Excluded Asset means any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.

  • Retained Assets has the meaning set forth in Section 2.2.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

  • Restricted Assets means all licenses, permits, franchises, approvals or other authorizations from any Governmental Authority from time to time granted to or otherwise held by the Company to the extent the same constitute “Excluded Assets” under (and as defined in) the Senior Lien Documents or the Junior Lien Documents or are similarly carved out from the granting clause or the collateral thereunder.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Specified Assets the following property and assets of such Grantor:

  • Qualified Assets means any of the following assets: (i) interests, rights, options, warrants or convertible or exchangeable securities of the Partnership; (ii) Debt issued by the Partnership or any Subsidiary thereof in connection with the incurrence of Funding Debt; (iii) equity interests in Qualified REIT Subsidiaries and limited liability companies (or other entities disregarded from their sole owner for U.S. federal income tax purposes, including wholly owned grantor trusts) whose assets consist solely of Qualified Assets; (iv) up to a one percent (1%) equity interest in any partnership or limited liability company at least ninety-nine percent (99%) of the equity of which is owned, directly or indirectly, by the Partnership; (v) cash held for payment of administrative expenses or pending distribution to security holders of the General Partner or any wholly owned Subsidiary thereof or pending contribution to the Partnership; and (vi) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Partnership and its Subsidiaries.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Designated Assets means any property or assets (including Capital Stock of any Subsidiary) of Holdings, the Restricted Parent, the Issuer and their respective Restricted Subsidiaries constituting a business, a line or unit of a business or used in operating a business substantially as an entirety.

  • Excluded Asset Disposition means, with respect to any Consolidated Party, any Asset Disposition consisting of (i) the sale, lease, license, transfer or other disposition of inventory or other assets in the ordinary course of such Consolidated Party's business, (ii) the sale, lease, license, transfer or other disposition of Property no longer used or useful in the conduct of such Consolidated Party's business, (iii) any Involuntary Disposition by such Consolidated Party, (iv) any sale, lease, license, transfer or other disposition of Property by such Consolidated Party to any Credit Party, PROVIDED that the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may reasonably request so as to cause the Credit Parties to be in compliance with the terms of Section 7.12 after giving effect to such transaction, (v) any portion of an Asset Disposition by such Consolidated Party constituting a Permitted Investment, (vi) if such Consolidated Party is not a Credit Party, any sale, lease, license, transfer or other disposition of Property by such Consolidated Party to any Consolidated Party that is not a Credit Party, (vii) the sale or disposition of Cash Equivalents for fair market value, (viii) any sale of accounts receivable in connection with the compromise thereof, (ix) the assignment of past due accounts for collection or (x) the licensing of Intellectual Property to third Persons on customary terms as determined by the licensor's board of directors in good faith; PROVIDED, HOWEVER, that the term "Excluded Asset Disposition" shall not include any Asset Disposition to the extent of the portion of the proceeds of such Asset Disposition that would be required under any Junior Financing Documentation to be applied to permanently retire Indebtedness of the Consolidated Parties.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Excluded Equity means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

  • Combined Assets means the sum of Fund Assets and Other Assets; and

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Retained Asset Sale Proceeds shall have the meaning provided in Section 10.4.

  • Permitted Assets means any and all properties or assets that are used or useful in a Permitted Business (including Capital Stock in a Person that is a Restricted Subsidiary and Capital Stock in a Person whose primary business is a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Capital Stock by the Issuer or by a Restricted Subsidiary, but excluding any other securities).

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Excluded Business means a Business excluded from application for an Inter- Community Business Licence and includes those Businesses referred to in Schedule A attached hereto and forming part of this bylaw.