Vornado REIT definition

Vornado REIT has the meaning assigned to such term in the Master Transaction Agreement.
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Examples of Vornado REIT in a sentence

  • Vornado REIT and Vornado OP covenant with and for the benefit of the SCR Unitholders not to undertake any transfer of all or substantially all of the assets of either entity (whether by merger, transfer, spin-off or otherwise) unless the transferee has in writing acknowledged and agreed to be bound by this Agreement, provided that the foregoing shall not be deemed to permit any transaction otherwise prohibited by this Agreement.

  • SCR represents to Vornado OP and Vornado REIT for this purpose that, to the best of its knowledge, all liabilities of SCR and its Subsidiaries outstanding at the time of the Merger constitute "qualified liabilities" within the meaning of Treasury Regulation ss.

  • The execution and delivery of this Agreement by each of Vornado REIT and Vornado OP and the performance of each of its respective obligations hereunder have been duly authorized by all necessary trust, partnership, or other (as the case may be) action on the part of each of Vornado REIT and Vornado OP.

  • Vornado REIT, Vornado OP, SCR and SCR GP have caused this Agreement to be signed by their respective officers (or general partners) thereunto duly authorized all as of the date first written above.

  • Vornado REIT, Vornado OP, Vornado Merger Sub L.P. ("Vornado Merger Sub"), SCR, Robert H.

  • This Agreement shall be binding upon Vornado REIT, Vornado OP, and any entity that is a direct or indirect successor, whether by merger, transfer, spin-off or otherwise, to all or substantially all of the assets of either Vornado REIT or Vornado OP (or any prior successor thereto as set forth in the preceding portion of this sentence), provided that none of the foregoing shall result in the release of liability of Vornado REIT and Vornado OP hereunder.

  • Vornado REIT and Vornado OP hereby agree that each of the SCR Unitholders is a third party beneficiary of this agreement with all of the rights and privileges set forth herein.

  • If the Representative does not object in writing as to the availability of such Partner Claim Indemnity with respect to such claim within twenty (20) days after receiving such notice, then the claim set forth in the notice by Vornado REIT shall be considered Other Loss and Expenses for all purposes of this Agreement.

  • Since the Vornado Financial Statement Date, none of Vornado REIT or any Vornado Subsidiary has incurred any liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, and none of Vornado REIT or any Vornado Subsidiary has incurred any material liability for Taxes other than Taxes incurred in the ordinary course of business.

  • This Agreement shall not impose any personal liability on any shareholder, trustee, officer, partner, employee or agent of Vornado REIT, Vornado OP or SCR and all Persons shall look solely to the property of Vornado REIT, Vornado OP and SCR, as the case may be, for the payment of any claim hereunder or for the performance of this Agreement.

Related to Vornado REIT

  • REIT means a real estate investment trust under Sections 856 through 860 of the Code.

  • General partnership means an organization formed under chapters 45-13 through 45-21.

  • Operating Partnership has the meaning set forth in the preamble.

  • REIT Partner means (a) the General Partner or any Affiliate of the General Partner to the extent such person has in place an election to qualify as a REIT and, (b) any Disregarded Entity with respect to any such Person.

  • General Partner means the Company or its successors as general partner of the Partnership.

  • General Partners means all such Persons.

  • Operating Company means an “operating company” within the meaning of 29 C.F.R. §2510.3-101(c) of the Plan Asset Regulations.

  • 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.

  • Disqualified Partnership Any domestic entity classified as a partnership under the Code if any of its direct or indirect beneficial owners (other than through a U.S. corporation) are (or, under the applicable partnership agreement, are permitted to be) Disqualified Non-United States Tax Persons.

  • Foreign partnership means an association of two or more persons to carry on as co-owners of a

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • MLP has the meaning given such term in the introduction to this Agreement.

  • Virginia real estate investment trust means a real estate investment trust, as defined in 26 U.S.C.

  • GP means Gottbetter & Partners, LLP.

  • Partnership has the meaning set forth in the preamble of this Agreement.

  • Real estate investment trust means any corporation, trust or association qualifying and electing to be taxed as a real estate investment trust under federal law.

  • Summit means the Summit of the Heads of State or Government of SADC established by Article 9 of this Treaty;

  • artisan means a person that has been certified as competent to perform a listed trade in accordance with this Act;

  • Atlas means Automated Transportation Logistics Activity System. ATLAS is a computerized information system to which all Shippers have access upon request. ATLAS enables Shippers to nominate and release product and to monitor and coordinate the movement of Petroleum Products while on Carrier's system.

  • Partnership Property means any property, real, personal or mixed, or any interest therein or appurtenant thereto which may be owned or acquired by the Partnership.

  • Partnership Percentage means a percentage established for each partner on the Partnership' books as of the first day of each Fiscal Period. The Partnership Percentage of a Partner for a Fiscal Period shall be determined by dividing the amount of the Partner's capital account as of the beginning of the Fiscal Period by the sum of the capital accounts of all of the Partners as of the beginning of the fiscal Period. The sum of the Partnership Percentage for each fiscal Period shall equal one hundred percent (100%).

  • TRS means a taxable REIT subsidiary (as defined in Section 856(l) of the Code) of the General Partner.

  • S corporation means a person that has made an election under subchapter S of Chapter 1 of Subtitle A of the Internal Revenue Code for its taxable year.

  • Sole Member means the Person listed on Schedule A hereto, as amended from time-to-time, who owns the sole Membership Interest in the Company upon such terms and conditions as provided in this Agreement and under the Act.

  • Asset Management Company means an asset Management Company as defined in the Rules and Regulations.

  • Managing General Partner means the managing general partner of the Merging Entity where such Merging Entity is a limited partnership.