Underlying Partnership definition
Examples of Underlying Partnership in a sentence
No funds of the Partnership or the Underlying Partnership shall be commingled with funds of any other Person.
Further, from and after the date of the Call Closing, the Partnership shall be released from all obligations and liabilities accruing to them in connection with the Call Properties, and each Party shall indemnify and hold the Underlying Partnership, the Partnership and the other Party harmless from and against any and all such obligations and liabilities with respect to or relating to the Call Properties distributed to such Party accruing from and after the Call Closing.
Legal title to all property belonging to the Trust, including, without limitation, the Partnership Interests in the Underlying Partnership, shall be held either by the Trustees or in the name of a nominee, including a nominee trust.
Such distribution by the Underlying Partnership shall be treated as occurring as follows: (i) first, as a distribution to the partners in the Underlying Partnership in accordance with their interests therein; and (ii) as a distribution by the Partnership of its assets (including its proportionate share of the Underlying Partnership Assets) to the Partners in accordance with their Partnership Interests.
The purpose of the Underlying Partnership is to acquire and own Hotel Interests and, directly or indirectly through one or more other entities, to hold, own, manage, operate, lease, mortgage, alter, improve and sell, and in all other respects to act as owner of, Hotels or, with respect to Hotel Debt, to exercise, directly or indirectly through one or more entities, all rights to which the holder of such debt is entitled.
With respect to the initiation by any Outside Partner or any buy/sell, forced sale or marketing process under any Outside Partnership Agreement, the determination on behalf of the Company or applicable Subsidiary Entity that is the partner in the applicable Outside Partnership of the election to be made in response to the initiation of such process (i.e., the election to buy, or to sell or to choose such other option as may be permitted under the applicable Underlying Partnership Documents).
To the extent that a Distribution was made in a currency other than the US Dollar, then the exchange rate utilized to determine the amount of such Distribution in US Dollars shall be the spot rate as of the date such Distribution was made to Seller by the applicable Underlying Partnership.
All such funds shall be and remain the property of the Partnership or the Underlying Partnership, as applicable.
CAM2 does not have any material debts or liabilities other than liabilities that arise under (x) that certain Guaranty, dated as of October 30, 2015 by CAM2 in favor of the SP JV and the SP JV Party, (y) the SP Side Letter Agreement, and (z) the Underlying Partnership Governing Documents (with respect to Underlying Interests held directly by CAM2) and the governing documents of the Limited Partner Entities.
During the period beginning on the Initial ----------------- Closing Date and ending on the earlier to occur of (i) the six month anniversary of the Initial Closing Date or (ii) the sale or other disposition by the Underlying Partnership (as defined in the JV Agreement) and its subsidiaries of all Hotel Interests (as defined in the JV Agreement), the Purchasers shall not Transfer any of the Shares without the prior written consent of the Company.