Guarantee Partner definition

Guarantee Partner means a person who guarantees debt of the Operating Partnership in connection with its contribution of property (other than the Property) to the Operating Partnership in exchange for Units in the Formation Transactions.
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Guarantee Partner means: (i) each signatory on Schedule II attached hereto, as amended from time to time; (ii) any person who holds OP Units and who acquired such OP Units from another Guarantee Partner in a transaction in which such person’s adjusted basis in such OP Units, as determined for Federal income tax purposes, is determined, in whole or in part, by reference to the adjusted basis of the transferor Guarantee Partner in such OP Units; and (iii) with respect to a Guarantee Partner that is Pass Through Entity, and solely for purposes of computing the amount to be paid under Section 2.4 with respect to such Guarantee Partner, any person who (y) holds an interest in such Guarantee Partner, either directly or through one or more Pass Through Entities, and (z) is required to include all or a portion of the income of such Guarantee Partner in its own gross income.
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Examples of Guarantee Partner in a sentence

  • Each Guarantee Partner and its direct and indirect owners may allocate the Guarantee Opportunity afforded to such Guarantee Partner in any manner they choose.

  • Provided that the Operating Partnership satisfies its obligations under Section 2.4(a), (b) and (c) of this Agreement, it shall have no liability under Section 2.4(e) for breach of Section 2.4, whether or not such Guarantee Partner accepts such Guaranty Opportunity.

  • The Operating Partnership shall have the discretion to identify the Qualified Liability or Qualified Liabilities that shall be made available for guarantee by each Guarantee Partner.

  • Each Guarantee Partner shall bear the costs incurred by it in connection with the execution of any guarantee to which it is a party.

  • In the event PREIT Partnership fails to use commercially reasonable efforts to provide additional guarantee opportunities to each Guarantee Partner under this Section 3(b), the exclusive remedy of such Guarantee Partners shall be an action for specific performance, with no entitlement to monetary damages.

  • To the extent a Guarantee Partner executes a guarantee, the Operating Partnership shall deliver a copy of such guarantee to the lender under the Guaranteed Liability promptly after receiving such copy from the relevant Guarantee Partner.

  • Furthermore, the Operating Partnership makes no representation or warranty to any Guarantee Partner concerning the treatment or effect of any guarantee under Federal, state, local, or foreign Tax law, and bears no responsibility for any Tax liability of any Guarantee Partner or Affiliate thereof that is attributable to a reallocation, by a taxing authority, of debt subject to a guarantee (other than an act or omission that is indemnifiable under Section 2.4(e) of this Agreement).

  • PREIT Partnership shall be considered to have satisfied its obligations under Section 3(a), and therefore shall have no liability under this Section 3(d), if it makes an offer to a Guarantee Partner of an opportunity to guarantee Qualifying Debt within the time periods specified in Section 3(a) and PREIT Partnership shall have no liability if a Guarantee Partner fails to join in such guarantee of Qualifying Debt.

  • In the event that PREIT Partnership breaches its obligation set forth in Section 3(a) with respect to a Guarantee Partner during the Guarantee Protection Period, the Guarantee Partner's sole right shall be to receive from PREIT Partnership as damages an amount equal to the sum of (A) the Tax Cost as a result of such breach and (B) the Gross-Up Amount.

  • The Operating Partnership and each Guarantee Partner shall cooperate in good faith to determine mutually acceptable form and manner of the guarantee, provided such parties agree that the guarantee may be on a “bottom dollar” basis if so requested by a Guarantee Partner.

Related to Guarantee Partner

  • Guarantee Payment means any payment made by a Guarantor pursuant to a Guarantee Agreement in respect of a Trust Student Loan.

  • Guarantee Payments means the following payments or distributions, without duplication, with respect to the Preferred Securities, to the extent not paid or made by the Issuer: (i) any accrued and unpaid Distributions (as defined in the Declaration) that are required to be paid on such Preferred Securities to the extent the Issuer shall have funds available therefor, (ii) the redemption price, including all accrued and unpaid Distributions to the date of redemption (the "Redemption Price") to the extent the Issuer has funds available therefor, with respect to any Preferred Securities called for redemption by the Issuer, and (iii) upon a voluntary or involuntary dissolution, winding-up or termination of the Issuer (other than in connection with the distribution of Debentures to the Holders in exchange for Preferred Securities as provided in the Declaration), the lesser of (a) the aggregate of the liquidation amount and all accrued and unpaid Distributions on the Preferred Securities to the date of payment, to the extent the Issuer shall have funds available therefor, and (b) the amount of assets of the Issuer remaining available for distribution to Holders in liquidation of the Issuer (in either case, the "Liquidation Distribution"). If an event of default under the Indenture has occurred and is continuing, the rights of holders of the Common Securities to receive payments under the Common Securities Guarantee Agreement are subordinated to the rights of Holders of Preferred Securities to receive Guarantee Payments.

  • Guarantee Period /’Maintenance Period’ shall mean the period during which the Contractor shall remain liable for repair or replacement of any defective part of the works performed under the contract.

  • U.S. Subsidiary Guarantor means each U.S. Subsidiary which has executed and delivered to the U.S. Administrative Agent the U.S. Subsidiary Guaranty (or a supplement thereto).

  • Subsidiary Guarantor means each Subsidiary that has executed and delivered a Subsidiary Guaranty.