Continuing Entity definition
Examples of Continuing Entity in a sentence
Regardless of the Proportionate Percentage, if any proration adjustments are owed by the NHP Member or the PMB Member under this Section 1.11(a), then the NHP Member and PMB (on behalf of the PMB Member) shall deliver one hundred percent (100%) of such amounts to the Continuing Entity in proportion to their respective Percentage Interest.
Transferee shall cause a reserve account held by the OP (on behalf of the Continuing Entity) to be established, which shall be funded with cash in an amount equal to fifty percent (50%) of the Estimated Post-Closing Adjustment Amount for the Property.
On the Merger Effective Date, the Continuing Entity shall thereupon and thereafter be responsible and liable for all the liabilities, obligations and penalties of each of the corporations so merged.
As used herein, the term “Proportionate Percentage” shall mean, a percentage equal to the percentage of membership interests in the Continuing Entity held by the OP (or a subsidiary thereof) after the Closing.
To the extent that the actual Prop 13 Tax Increases attributable to the Property for which reserves are held by the OP pursuant to the terms of this Section 1.4(d) exceed the estimates set forth in the schedule to the applicable Closing Notice, the OP may cause the Continuing Entity to pass (i.e., ▇▇▇▇) such excess onto the applicable Non-Protected Tenants.