Contribution Entity definition

Contribution Entity has the meaning set forth in the recitals.
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Contribution Entity is defined in the introduction.
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Examples of Contribution Entity in a sentence

  • This Agreement shall terminate (a) upon election of any owner of an interest in a Contribution Entity if the Formation Transactions have not closed within 180 days of the Initial Valuation that is reflected in the Registration Statement or (b) automatically if the Registration Statement shall have been withdrawn (such date is hereinafter referred to as the “Outside Date”).

  • Mezzco shall be (and is hereby) deemed to have directed each other Contribution Entity to contribute the Contribution Assets owned by such other Contribution Entity directly to the applicable Mezz Propco rather than to Mezzco.

  • To Contributor’s Knowledge, all material obligations of any Contribution Entity under the Reciprocal Easement Agreements which arose or accrued on or before the Closing have been performed.

  • True, correct and complete copies of all of the Contracts that will be binding on a Contribution Entity or any Property after the Closing have been delivered to TPG and the Company.

  • POPLP shall not take (or allow any Contribution Entity to take) any actions with respect to the Contribution Assets that are not Approved Interim Period Actions.

  • No other equity interests or securities of any Contribution Entity, and no securities or other instruments or interests directly or indirectly convertible into, exchangeable for or evidencing any such equity interests or securities, are issued, allotted or outstanding, nor is any Contribution Entity under any contractual or other obligation to issue or allot any such equity interests or securities.

  • POPLP hereby represents and warrants to TIAA/SP and CPPIB that, immediately prior to the consummation of the transactions contemplated by this Agreement, PKY/GP, PKY/LP, the Company, Holdco, each Contribution Entity, each Propco, and Mezzco each shall be treated for U.S. federal income tax purposes as a disregarded entity that is not separate from POPLP.

  • Notwithstanding the foregoing or anything herein to the contrary, to the extent any of the foregoing representations and warranties contained in this Section 4.1(a)(xi) relate to any time preceding the period that a Contribution Entity owned the applicable Property, such representation and warranty shall be deemed qualified to be limited to Contributor’s Knowledge.

  • There are no judgments, injunctions, writs, orders or decrees of any kind against Contributor, any Contribution Entity or, to Contributor’s Knowledge, any Property that is unpaid or unsatisfied of record.

  • No Contribution Entity is in violation of, in conflict with, or in default under any of its Organizational Documents.