Vornado Included Entities definition

Vornado Included Entities means the entities through which VRLP directly or indirectly holds the Vornado Included Properties that are to be transferred to JBG SMITH LP prior to the distribution.
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Examples of Vornado Included Entities in a sentence

  • Except for those matters that have not had and would not reasonably be expected to have a Vornado Material Adverse Effect, all premiums due and payable under all Vornado Insurance Policies have been paid, and Newco, Newco OP and the Vornado Included Entities have otherwise complied in all material respects with the terms and conditions of all the Vornado Insurance Policies.

  • Since December 31, 2015, none of the Vornado Parties, Newco, Newco OP or any Vornado Included Entities or their respective Affiliates has made any material payments in excess of the amounts contemplated by this Section 3.24 to any such advisors.

  • None of the Vornado Included Entities other than the Vornado REITs has elected or will elect to be treated as a REIT.

  • The Vornado Included Entities have not engaged in any activities except for the acquisition, construction, development, ownership, operation, management, leasing and repair of the Vornado Included Properties and the management of properties belonging to third parties, and other activities ancillary thereto.

  • The principal place of business of the Trust is 00000 Xxxxx Xxxxxx Xxxx, Xxxxxxxxxx, XX 00000 or such other location within or outside of the State of Delaware as the Board of Trustees may determine from time to time.

  • Except as set forth on Section 3.15(h) of the Vornado Disclosure Letter, any and all material leasing commissions or brokerage fees payable by Vornado Included Entities with respect to any Material Vornado Leases have been paid in full.

  • The Vornado Included Entities have good and valid title to, or a valid and enforceable leasehold interest in, or other right to use, all personal property owned, used or held for use by them which constitutes part of the “Vornado Included Assets” (other than property owned by tenants and used or held in connection with the applicable tenancy), except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Vornado Material Adverse Effect.

  • The Vornado Parties, Newco, Newco OP and the Vornado Included Entities have complied, are in compliance with, and will continue to comply with applicable anti-bribery/anti-corruption laws, including the US Foreign Corrupt Practices Act.

  • All Equity Interests in Newco OP and each of the Vornado Included Entities that is a partnership or limited liability company are, or in the case of Newco OP, will be as of the Closing, duly authorized and validly issued.

  • All shares of capital stock of (or other ownership interests in) Newco, Newco OP and each of the Vornado Included Entities that may be issued upon exercise of outstanding options or exchange rights are, or in the case of Newco and Newco OP, will be as of the Closing, duly authorized and, upon issuance, will be validly issued and in the case of Newco, fully paid and non-assessable.

Related to Vornado Included Entities

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

  • Excluded Entity means a corporation or other entity of which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be cast by all of such corporation’s or other entity’s voting securities outstanding immediately after such transaction.

  • Excluded Person means each Defendant, the directors and officers of each Defendant, the subsidiaries or affiliates of each Defendant, the entities in which each Defendant or any of that Defendant’s subsidiaries or affiliates have a controlling interest and the legal representatives, heirs, successors and assigns of each of the foregoing.

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

  • Excluded Affiliates means, collectively, any Affiliates of any of the Lead Arrangers that are engaged as principals primarily in private equity, mezzanine financing or venture capital.

  • Released Entities means released entities as such term is defined

  • Excluded Persons means (A) the Company or any Regency Entity; (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Regency Entity; (C) an underwriter temporarily holding securities pursuant to an offering of such securities; or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock in the Company.

  • 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.

  • Business Entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

  • Restricted Group means, collectively the Company, its subsidiaries, the members of the Sponsor Group and their respective Affiliates.

  • Subject Company shall have the meaning set forth in Section 6.10(a).

  • Excluded Party means any REIT, any parent company of or Person who Controls any REIT in each instance engaged primarily in owning and operating Real Property, and any other Person whom the Borrower has reasonably identified in writing to the Administrative Agent as a competitor or potential competitor of the Borrower.

  • Company Group Member means each member of the Company Group.

  • Wholly-Owned Consolidated Subsidiary means any Consolidated Subsidiary all of the shares of capital stock or other ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Borrower.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Excluded Parties shall have the meaning assigned to such term in Section 9.16.

  • Retained Subsidiaries means all of the direct and indirect Subsidiaries of Seller other than the Purchased Subsidiaries.

  • Retained Group means, in respect of each Seller, that Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (excluding the Purchaser, that Seller’s Target Company and any subsidiaries or subsidiary undertakings of that Target Company);

  • Excluded Domestic Subsidiary means any Domestic Subsidiary that is (a) a direct or indirect Subsidiary of an Excluded Foreign Subsidiary or (b) an Excluded Domestic Holdco.

  • Group Business Entity means;

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • 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.

  • Partnership Group Member means any member of the Partnership Group.

  • Affiliated Entities means any legal entity, including any corporation, limited liability company, partnership, not-for-profit corporation, estate planning vehicle or trust, which is directly or indirectly owned or controlled by the Stockholder or his or her descendants or spouse, of which such Stockholder or his or her descendants or spouse are beneficial owners, or which is under joint control or ownership with any other person or entity subject to a lock-up agreement regarding the Common Stock with terms substantially identical to this Agreement.

  • Excluded Employees has the meaning set forth in Section 14.1.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.