TPGA definition
Examples of TPGA in a sentence
The limitations of liability provided in this Section are in addition to, and not in limitation of, any limitation on liability applicable to TPGA provided by Law or in any other contract, agreement or instrument.
If to the Company: To its principal offices If to TPGA: TPGA, LLC c/▇ ▇▇▇▇▇▇ Properties Group, L.P. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇.
By way of example and not of limitation, in the event any dispute or controversy arises between TPGA, TPGLP or any of TPGLP’s Affiliates, on the one hand, and CalSTRS, CNP Investor, the Company, the Title Holding Subsidiaries or CalSTRS (or any of their Affiliates), on the other hand, then CCN may represent CNP Investor, the Company, the Title Holding Subsidiaries, CalSTRS, their Affiliate(s), or any of them, in any such dispute or controversy.
Such statements shall be submitted to, and shall be subject to the review and approval of, TPGA and CNP Investor.
The Parties shall then calculate an amount of cash that shall be paid by CNP Investor to TPGA, or by TPGA to CNP Investor, as applicable based on the net debits and credits for the reconciliation, such that the Conversion on the Conversion Date will result in the same economic effect as if the Conversion had occurred on the Mezzanine Loan Acquisition Date.
TPGA shall initially be the “tax matters partner” of the Company as such term is defined in Section 6231(a)(7) of Code (the “Tax Matters Member”) and it shall serve as such with all powers granted to a tax matters partner under the Code as may be limited by the Agreement and this Exhibit.
Prior to the transaction described in Recital “D” of the Agreement and Section 4.01(b) of the Agreement, the Company has been treated as a “partnership”, within the meaning of Section 301.7701-3 of the Income Tax Regulations, comprised of TPGA and the KC Members.
TPGA and CNP Investor, constituting the holders of all of the Interests in the Company, desire to supersede, amend and restate in full the Prior Agreement upon the terms and conditions set forth below.
TPGA covenants and agrees that in no event may TPGA or TPGLP or any of its Affiliates seek to disqualify CCN from any matter on the ground that CCN undertook duties to TPGA or to TPGLP or any of its Affiliates based upon CCN’s representation of CNP Investor and CalSTRS with respect to this Agreement.
The “Initial Book Capital Account” of TPGA and the KC Members as of the date of the Agreement shall be equal to each such Member’s Book Capital Account as it existed immediately following the transaction described in Recital “D” of the Agreement and Section 4.01(b) of the Agreement and after the application of Section 2.9A of this Appendix.