Upper Tier Partnership definition
Examples of Upper Tier Partnership in a sentence
The Upper Tier Partnership acknowledges and agrees to the Lower Tier Distribution and the concurrent cancellation of the Cancelled Lower Tier Units.
The Parties hereby consent to the transactions contemplated by this Agreement, including under the Investor Rights Agreement, the Existing Upper Tier Partnership Agreement, and the Lower Tier Partnership Agreement (including as amended in accordance herewith), as applicable, without regard to notice or other requirements that may be set forth in such agreements.
The following transactions shall be consummated on the date hereof in the following order: (a) The General Partner, CD&R, and the Upper Tier Partnership, with the consent of the Company Management Representative (as defined in the Lower Tier Partnership Agreement), shall cause the Lower Tier Partnership Agreement to be amended by the amendment in the form attached hereto as Exhibit A (the “Amendment”).
Simultaneously with the above, the newly acquired interest in the Upper Tier Partnership held by Home Properties will be redeemed in exchange for a percentage interest in the Project Partnership equal to Home Properties' percentage interest in the Upper Tier Partnership.
For federal income tax purposes, the transaction contemplated by this Agreement shall be treated as the merger of the Upper Tier Partnership and Project Partnership with and into Home Properties under Proposed Treasury Regulation Section 1.708-1(c)(2).
The Upper Tier Partnership agrees that to the extent required it will use its reasonable efforts to solicit acceptance from the Investors of the Offer, whether in exchange for cash or OP Units.
The Upper Tier Partnership will then also simultaneously transfer its Interest in the Project Partnership to Home Properties in consideration for the payment to the Upper Tier Partnership of cash in an amount equal to that portion of the Net Consideration that has not already been paid to the General Partner and the Consenting Investors as provided above.
The Upper Tier Partnership will simultaneously dissolve with the cash received in the preceding sentence distributed to its remaining limited partners according to Schedule 1 hereto.