Maintenance of Indebtedness. During the Tax Protection Period, the Operating Partnership shall use its best efforts to maintain, or cause to be maintained, an amount of indebtedness treated as Nonrecourse Liabilities of the Operating Partnership for purposes of Section 752 (including for this purpose Nonrecourse Liabilities attributed to the Operating Partnership under Treasury Regulations Section 1.752-4(a)) such that each Protected Partner is allocated (and the Operating Partnership shall so allocate to each Protected Partner), pursuant to Treasury Regulations Section 1.752-3, Nonrecourse Liabilities of the Operating Partnership in an amount no less than such Protected Partner’s Minimum Liability Amount (as identified on Schedule 4 attached hereto).
Maintenance of Indebtedness. (i) During the Tax Protection Period, the Partnership shall maintain an amount of indebtedness sufficient to allow each Protected Partner, after taking advantage of the provisions of this Article III, to be allocated Partnership liabilities for purposes of Section 752 of the Code, and to be “at risk” with respect to Partnership liabilities for purposes of Section 465 of the Code, in each case in an amount no less than such Protected Partner’s Minimum Liability Amount.
Maintenance of Indebtedness. For a period of 10 years following the First Class B Admission Date, the Partnership shall maintain indebtedness (above and beyond amounts guaranteed by Willxxx X. Xxxxxxx xxx any other guarantors) (the "Required Indebtedness") in an amount equal to the lesser of: (A) $45,000,000 or (B) the aggregate negative capital account balances of the contributors of the Class B Hotels. The Required Indebtedness shall be reduced to the extent that the Original Holders redeem, in whole or in part, their Preferred Partnership Units in exchange for REIT Shares, redeem their Preferred Partnership Units in full for cash or otherwise dispose of their Preferred Partnership Units (other than by a conversion to Common Partnership Units) or die (the Preferred Partnership Units that are so redeemed, disposed of, or held by transferees of deceased holders are referred to as "Stepped-Up Basis Units"). In such a case, the Required Indebtedness shall be reduced by an amount equal to the original Required Indebtedness prior to any reduction multiplied by a fraction equal to (i) the aggregate negative capital account balances of the contributors of the Class B Hotels listed on Exhibit C to the Guaranty Agreement (the "Initial Negative Capital Accounts"), minus the aggregate negative capital account balances associated with the Stepped-Up Basis Units redeemed or transferred immediately prior to the reduction of the Required Indebtedness, divided by (ii) the Initial Negative Capital Accounts. If the Partnership fails to maintain such level of debt, then the Partnership shall pay to the Class B Limited Partners the amount of federal and state income taxes (together with interest and penalties) of the Class B Limited Partners, which are created by the reduction in debt. To the extent at the end of the ten (10) year period the Partnership has debt not otherwise guaranteed, the Partnership, to the extent permitted by the lender, will permit the Class B Limited Partners to guarantee such debt (or to enter into reimbursement agreements with the Partnership or Affiliate of the Partnership to whom such debt is recourse, if any); provided, however, that nothing contained herein shall prevent the
Maintenance of Indebtedness. Permit Consolidated Total Debt at any time to exceed an amount equal to 70% of Consolidated Total Capitalization.
Maintenance of Indebtedness. With respect to each Protected Partner, the Operating Partnership agrees to maintain, or cause to be maintained, from time to time, sufficient indebtedness pursuant to the requirements set forth below in this Section 2.3 such that, pursuant to Treasury Regulation Section 1.752-3 and pursuant to Treasury Regulation Section 1.752-2, the Protected Partner is allocated as its share of the indebtedness of the Operating Partnership, an amount at least equal to the Minimum Liability Amount; provided, however, that this Section 2.3 shall not apply if and to the extent that Treasury Regulations Section 1.752-2 and/or Section 1.752-3 is revised or amended in such a manner to cause indebtedness of the Operating Partnership that was allocated as a share of indebtedness to the Protected Partner immediately prior to such revision or amendment to no longer be allocated to such Protected Partner as a result of such revision or amendment.
Maintenance of Indebtedness. 16 ARTICLE IV
Maintenance of Indebtedness. Permit Consolidated Total Debt at any time to exceed (a) from the Closing Date through September 30, 2001, an amount equal to 70.0% of Consolidated Total Capitalization, (b) from October 1, 2001 through December 31, 2001, an amount equal to 67.5% of Consolidated Total Capitalization, (c) from January 1, 2002 through March 31, 2002, an amount equal to 65.0% of Consolidated Total Capitalization, (d) from April 1, 2002 through June 30, 2002, an amount equal to 60.0% of Consolidated Total Capitalization, and (e) thereafter, an amount equal to 57.5% of Consolidated Total Capitalization.
Maintenance of Indebtedness. The Operating Company agrees to maintain, or caused to be maintained, sufficient indebtedness as will enable the Operating Company to meet the requirements set forth below in this Section 2.2.
Maintenance of Indebtedness. During the Tax Protection Period, the Partnership shall maintain an amount of indebtedness sufficient to allow each Protected Partner, after taking advantage of the provisions of this Article 3, to be allocated Partnership liabilities for purposes of Section 752 of the Code, and to be “at risk” with respect to Partnership liabilities for purposes of Section 465 of the Code, in each case in an amount no less than such Protected Partner’s Minimum Liability Amount. For the avoidance of doubt, the parties acknowledge that in addition to the Maintained Debt Guarantees, the Contributors as of the date hereof have also provided a guarantee of the full amount of that certain Loan Agreement, dated as of September 8, 2000, xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx, XXX, Xxxxxxxxxxxx Postal Holdings, LLC, Colorado Postal Holdings, LLC, Mass Postal Holdings, LLC, Michigan Postal Holdings, LLC, Unlimited Postal Holdings, LP, Ohio Postal Holdings, LLC, Kinston Metro Postal, LLC and Wisconsin Postal Holdings, LLC, as borrowers, and Vision Bank, NA, as lender, pursuant to that certain Unconditional and Continuing Guaranty dated as of September 8, 2016, by Axxxxx Xxxxxx, as guarantor, in favor of Vision Bank, NA.
Maintenance of Indebtedness. For a period of ten years following the date hereof, the Partnership shall maintain indebtedness (the "Required Indebtedness") in an amount equal to the lesser of approximately: (A) $4,300,000 or (B) the aggregate negative capital account balances of the contributor of Northgate Country Club (the "Northgate
