Lower Tier Entity definition
Examples of Lower Tier Entity in a sentence
If KBS Acquisition acquires any subsidiary in a Lower Tier Entity Foreclosure, Seller shall deliver (or cause KBS Acquisition to deliver) to Buyer a guarantee of this Agreement from such subsidiary and a pledge of all of such subsidiary's assets to Buyer as security for such guarantee.
Lower Tier Entity, each Philips QRS, Contributor and Contributor Parent agree to cooperate with Limited Partner in such review and inspection.
Contributor shall convey or cause to be conveyed to Operating Partnership at the Initial Contribution, and Contributor Parent shall cause each New Lower Tier Entity to hold at the Closing valid and insurable fee title to the Property, subject only to the Permitted Exceptions.
On or prior to the Closing Date, but in no event earlier than one day following the Redemption Transaction nor more than seven days prior to the Closing Date, Contributor and each Philips QRS shall cause each Lower Tier Entity (and each Lower Tier Entity hereby agrees) to transfer an undivided 99.99% interest in the Property owned by such Lower Tier Entity to Contributor, and to transfer an undivided 0.01% interest in such Property to the Philips QRS that had owned equity in the relevant Lower Tier Entity.
In the event that Contributor, Contributor Parent, any Lower Tier Entity take any action that would compromise or settle any tax year prior to the tax year in which the Closing occurs (as permitted above), Contributor, Contributor Parent, any Lower Tier Entity or any New Lower Tier Entity or any New Lower Tier Entity shall bear the entire cost and expense thereof.
All net real estate Tax refunds and credits attributable to any tax year ending on or prior to the tax year ("Pre-Closing Tax Year") (net of any refund payments to tenants under Space Leases) in which the Closing occurs shall belong to and be the property of Contributor, Contributor Parent, any Lower Tier Entity or any New Lower Tier Entity.
The Conveyed LP Units and the limited partnership, general partnership and/or limited liability company membership interests in each New Lower Tier Entity to be sold to Limited Partner and Limited Partner Entity pursuant to the terms hereof, when sold and delivered for the consideration set forth herein, shall be duly and validly issued, fully paid and nonassessable and free and clear of any liens or encumbrances of any kind whatsoever, except as set forth in the Partnership Agreement or this Agreement.
For purposes of this Agreement, the term "change in the general partner" of a Partnership or Lower Tier Entity shall include, without limitation, a change in the Person who is the general partner, a change in the powers or authority of such Person or a change legally or beneficially in the Person or Persons with the power to direct the general partner.
If and when the Subject LP or Subject Lower Tier Entity shall receive any such amounts, Buyers shall compute a number which is the amount of each such recovery (net of Buyers' costs and expenses associated with securing such recovery) multiplied by the Scheduled Ownership Percentage in such affected Subject LP or Subject Lower Tier Entity ("Buyers' Deemed Recovery").
No Member shall incur any liability to the LLC or to a Lower Tier Entity or any Unaffiliated Member as a result of such Member's interest in such other property or pursuit of such other business interests, and neither the LLC nor any Member or any Lower Tier Entity shall have any right to participate in such other property or business or to receive or share in any income or profits derived therefrom.