Newco Properties definition
Examples of Newco Properties in a sentence
Newco, Newco OP and each member of the Newco Group hereby waives compliance by each and every member of the Vornado Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may be applicable with respect to the transfer or sale of any or all of the Newco Assets or Newco Properties to any member of the Newco Group.
The amount of such gain will be equal to the excess of the gross fair market value of the MRYP Newco Properties on the date of the Contribution over the aggregate adjusted bases of such properties in the hands of Merry Land on the same date.
Accordingly, there can be no assurance that the consideration given by MRYP Newco will not exceed the fair market value of the MRYP Newco Properties.
MRYP Newco should have an aggregate adjusted basis in the MRYP Newco Properties on the date of the Contribution equal to the aggregate gross fair market value of such properties on that date.
The number of competitive commercial and residential properties in a particular area could have a material adverse effect on MRYP Newco's ability to lease space in the MRYP Newco Properties or at newly developed or acquired properties and on the rents charged.
To the extent practicable, Merry Land intends to designate capital gains dividends for the taxable year which ends on the date of the Merger that are equal in amount to its net capital gain for such year taking into account gain recognized on the contribution of the MRYP Newco Properties.
THE SPIN-OFF Prior to the Merger, Merry Land will contribute certain of its assets, including five apartment properties, four apartment development sites, five commercial properties, six commercial sites and 4,816 acres of undeveloped land (collectively the "MRYP Newco Properties") to MRYP Newco and MRYP Newco will assume certain obligations of Merry Land.
MRYP Newco does not have an operating history as a separate company, and management has historically been able to rely on the earnings, assets and cash flow of Merry Land in managing the MRYP Newco Properties.
As noted below, the transfers of the of the MRYP Newco Properties to MRYP Newco under the Asset Exchange Agreement will cause Merry Land to recognize gain and some portion of that gain is expected to be treated as unrecaptured depreciation on Section 1231 assets.
MRYP Newco's debt and preferred stock instruments, including the Term Loan, the Subordinated Note and the MRYP Newco Preferred, restrict MRYP Newco's ability to incur additional indebtedness and may prevent MRYP Newco from completing planned expenditures with respect to the MRYP Newco Properties.