IPT and IPLP Sample Clauses

IPT and IPLP. 19 Insignia................................................................................................ 20 Section 12.
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IPT and IPLP. IPT was formed by Insignia in May 1996, primarily for the purpose of acquiring and owning interests in multifamily residential properties, including limited and general partner interests in limited partnerships (including the Partnership) which hold such real estate properties. IPT has been organized and will operate in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code, and it has elected to be taxed as a REIT beginning with its taxable year ending December 31, 1996. Substantially all of IPT's operations are conducted through IPLP, which is the operating partnership of IPT, and of which IPT is presently the sole general partner and Insignia is presently the sole limited partner. In forming IPT, Insignia and its affiliates (i) transferred to IPT equity interests in corporations comprising or controlling the general partners of 37 public real estate limited partnerships (including the Partnership) (the "IPT Partnerships") in exchange for common shares of beneficial interest of IPT and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in IPLP. The IPT Partnerships own, in the aggregate, 184 properties containing approximately 42,000 residential apartment units and approximately 4.2 million square feet of commercial space. See Schedule V for a list of the IPT Partnerships and the percentage of limited partner interests IPLP owns in each. IPT does not operate as a self-administered and self-managed REIT, but rather has engaged, and will for the foreseeable future continue to engage, Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates will provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offer. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is an affiliate of Insignia) and Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction (the "AMIT Merger"). XXXX is a public company whose Class A shares trade on the American Stock Ex...
Sample 1
IPT and IPLP. IPT was formed by Insignia in May 1996 for the purpose of acquiring and owning interests in multifamily residential properties, principally through ownership of limited and general partner interests in real estate limited partnerships (including the Partnership). IPT has been organized and will operate in a manner that will qualify it to be taxed as a real estate investment trust ("REIT") under the Code. Substantially all of IPT's investments are held through IPLP, which is the operating partnership of IPT. IPT is presently the sole general partner and Insignia is presently the sole limited partner of IPLP. In forming IPT, Insignia and its affiliates (i) transferred to IPT equity interests in corporations comprising or controlling the general partners of 36 public real estate limited partnerships (including the Partnership) (the "IPT Partnerships") in exchange for common shares of beneficial interest of IPT and (ii) transferred to IPLP limited partner interests in the IPT Partnerships (or equity interests in entities owning limited partner interests in the IPT Partnerships) in exchange for units of limited partner interest in IPLP. The IPT Partnerships own, in the aggregate, 184 properties containing approximately 42,000 residential apartment units and approximately 4.2 million square feet of commercial space. See Schedule V for a list of the IPT Partnerships. IPT does not operate as a self-administered and self-managed REIT, but rather has engaged, and will for the foreseeable future continue to engage, Insignia to act as advisor to IPT and IPLP. In such capacity, Insignia and its affiliates will provide a broad range of services to IPT and IPLP, including executive advisory, investment advisory, acquisition, administrative, financial and accounting services, including in connection with the Offer. On July 18, 1997, IPT, Insignia, MAE GP Corporation (which is an affiliate of Insignia) and Angeles Mortgage Investment Trust, an unincorporated California business trust ("AMIT"), entered into a definitive merger agreement (the "AMIT Merger Agreement"), pursuant to which AMIT is to be merged with and into IPT, with IPT being the surviving entity, in a stock for stock transaction (the "AMIT Merger"). XXXX is a public company whose Class A shares trade on the American Stock Exchange under the symbol ANM. Insignia and its affiliates currently own 96,800 (or approximately 3.7%) of the 2,617,000 outstanding AMIT Class A shares and all of the 1,675,113 outstanding A...
Sample 1

Related to IPT and IPLP

  • Trademarks, Franchises, and Licenses The Borrower and its Subsidiaries own, possess, or have the right to use all necessary patents, licenses, franchises, trademarks, trade names, trade styles, copyrights, trade secrets, know how, and confidential commercial and proprietary information to conduct their businesses as now conducted, without known conflict with any patent, license, franchise, trademark, trade name, trade style, copyright or other proprietary right of any other Person.

  • Intellectual Property Claims Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property. Except as described on Schedule 5.9,(i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to Borrower that any material part of the Intellectual Property violates the rights of any third party. Exhibit D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

  • Confidential Information and Intellectual Property (a) Other than in the performance of the Executive’s duties hereunder, the Executive agrees not to use in any manner or disclose, distribute, publish, communicate or in any way cause to be used, disclosed, distributed, published, or communicated in any way or at any time, either while in the Company's employ or at any time thereafter, to any person not employed by the Company, or not engaged to render services to the Company, any Confidential Information (as defined below) obtained while in the employ of the Company.

  • Technology and Intellectual Property (a) Schedule 2.22(a) sets forth a complete and correct list of all (i) registered trademarks, service marks, domain names, copyrights and patents; (ii) applications for registration or grant of any of the foregoing; (iii) unregistered trademarks, service marks, trade names, logos and assumed names; and (iv) licenses for any of the foregoing, in each case, owned by or for the benefit of the Company or a Company Subsidiary, or used in or necessary to conduct the Company’s or a Company Subsidiary’s business as presently conducted. The items on Schedule 2.22(a), together with all other trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer software, licenses, formulae, customer lists or other databases, business application designs and inventions currently used in or necessary to conduct the businesses of the Company or of a Company Subsidiary, constitute the “Intellectual Property.”

  • Confidentiality and Intellectual Property 12. (a) All confidential records, material, information and all trade secrets concerning the business or affairs of the Company obtained by the Executive in the course of his employment with the Company shall remain the exclusive property of the Company. During the Executive's employment or at any time thereafter, the Executive shall not divulge the contents of such confidential records, material, information or trade secrets to any person, firm or corporation other than to the Company or the Company's qualified Executives and following the termination of his employment hereunder the Executive shall not, for any reason, use the contents of such confidential records, material, information or trade secrets for any purpose whatsoever. This Section shall survive the termination of this Agreement. This Section shall not apply to any confidential records, material, information or trade secrets which as proven by written documentation:

  • Company Material Contracts (a) Section 4.11(a) of the Company Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of each Contract, to which an Acquired Company is a party or is bound as of the date hereof, and which falls within any of the following categories:

  • Intellectual Properties (a) All ownership, copyright, patent, trade secrecy and other rights in all works, designs, inventions, ideas, manuals, improvements, discoveries, processes, customer lists or other properties (the "Intellectual Properties") made or conceived by Executive during the term of his/her employment by the Company shall be the rights and property solely of the Company, whether developed independently by Executive or jointly with others, and whether or not developed or conceived during regular working hours or at the Company's facilities, and whether or not the Company uses, registers, or markets the same.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Intellectual Property Matters Each Credit Party and each Subsidiary thereof owns or possesses rights to use all material franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, service xxxx, service xxxx rights, trade names, trade name rights, copyrights and other rights with respect to the foregoing which are reasonably necessary to conduct its business. No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and no Credit Party nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations.

  • Possession of Licenses and Permits The Company and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them or currently proposed to be operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Company and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; and neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

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