Investment Entities. Concord and WRP Management, together with such other entities that may be owned, in whole or in part, by the Company, and their respective subsidiaries, if any.
Investment Entities. 2.01(a) Revolving Credit Commitments and Pro Rata Shares
Investment Entities. Seller has provided or made available to Buyer true and complete copies of the Investment Documents. Except to the extent of any Claims that will be discharged (or the functional equivalent thereof in terms of its effect on Buyer, each Specified Business, the Transferred Assets and the Assumed Liabilities) pursuant to the Discharge (or, as applicable, the MCE Discharge or an Additional Discharge), the outstanding Equity Securities held by Seller or any of its Affiliates in respect of each Transferred Investment identified on Schedule 3.2(b)(i) of the Seller Disclosure Schedule and, to the Knowledge of Seller, in respect of any other Investment Entities, have been duly authorized, and are validly issued, fully paid and non-assessable.
Investment Entities. Each Investment shall be acquired by or through an entity (each an “Investment Entity”) that elects to be treated as a corporation for U.S. federal income tax purposes, effective prior to the acquisition of the Investment, and as a “real estate investment trust for U.S. federal income tax purposes within the meaning of section 856 of the Internal Revenue Code of 1986, as amended (the “Code”). Each Investment shall be acquired and owned by a separate Investment Entity except as otherwise Approved by the Executive Committee. The Partnership (either directly or through one or more limited partnerships or limited liability companies that are disregarded for U.S. federal income tax purposes as separate from the Partnership) shall be the sole member of any membership interests (or beneficial interest) in each Investment Entity, and each Investment Entity shall be entitled to issue sufficient other membership interests or beneficial interest to third parties in order to comply with the requirements of Section 856(a)(5) of the Code. The limited liability company agreement of each Investment Entity (the “Operating Agreement”) shall be substantially in the form of that set forth on Exhibit G attached hereto. The Partnership (or its subsidiaries who are direct members of an Investment Entity, as applicable) shall manage the operations of any Investment Entity as the managing member therein, in each case in such a manner so as to meet the requirements of Code Section 856(a)(1). All provisions of this Agreement shall be construed and applied consistent with this Section 2.2(c).
Investment Entities. 2.01(a) Commitments and Pro Rata Shares 5.06 Litigation 5.09 Environmental Matters 5.12 ERISA Matters
Investment Entities. The failure of the Executive Committee to Approve two (2) consecutive annual budgets within the time periods set forth in this Section 6.3(b)(i) shall be deemed to be a Deadlock Event.
Investment Entities. The parties acknowledge that subsequent to the Closing, the interests in the Investment Entities held by Investment Subsidiary as of the Closing shall be distributed, or the interests in Investment Subsidiary shall be distributed, to certain current and/or former employees of the Company. The method and timing of such distribution will be in the discretion of Dwigxx X. Xxxxx xxx Pat Xxxxx, xxth prior consultation with Gresxxx Xxxbach; provided, however, that Investment Subsidiary and any party to whom such distribution is made shall agree to indemnify the Company and Buyer for any liabilities relating to the Investment Entities, including, but not limited to, liabilities relating to such distribution, in a form and in a manner acceptable to the Board of Directors of the Company. Each Holder acknowledges that the parties to whom such distribution, if any, will be made are in the discretion of the Company and such distributees may or may not include such Holder. Each Holder acknowledges that such Holder has no claim against Buyer or the Company relating to the interests in the Investment Entities. Buyer acknowledges that it has no claim or interest in or to all or any portion of the Investment Entities or Investment Subsidiary.
Investment Entities. (a) All Investment Interests are owned, directly or indirectly, by the Company, free and clear of all Liens (other than Permitted Liens).
Investment Entities. Those entities which are from time to time formed by the Participants to enter into Transactions, including, without limitation, Osborne Capital LLC.
Investment Entities. Unless otherwise agreed, each Investment Entity shall be a limited liability company, the operating agreement for which shall be in substantially the form of Exhibit A attached hereto with such changes as may be necessary for the specific Transaction. The Participants agree that (i) all capital contributions made to an Investment Entity shall be allocated 90% to Blackacre and 10% to PNM, or such other proportion as the Class A Participants may agree, (ii) Pem Mil or its Affiliate shall be the managing member or general partner of the Investment Entity and (iii) profit and loss for each Investment Entity shall be allocated, and distributions shall be paid, by each Investment Entity as follows:
