Initial Protected Partners definition

Initial Protected Partners has the meaning set forth in the recitals.
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Initial Protected Partners has the meaning set forth in the recitals. “OP Agreement” means the Agreement of Limited Partnership of the Operating Partnership, dated as of [March 31, 2023]. “OP Units” has the meaning set forth in the recitals. “Operating Partnership” has the meaning set forth in the Preamble. “Maintained Debt” means the indebtedness under the loan agreements and related documents assumed or deemed to be assumed by the Operating Partnership as a result of the Transaction on the Closing Date. “Maintained Debt Guarantees” means the guarantees of the Maintained Debt existing on the Closing Date. “Minimum Liability Amount” means, for each Protected Partner, the amount set forth on Schedule 3 hereto next to such Protected Partner’s name, as amended from time to time. “Nonrecourse Liability” has the meaning set forth in Treasury Regulations Section 1.752-1(a)(2). “Partner Guarantor” means a Protected Partner who has guaranteed any portion of the Guaranteed Debt.7 “Partnership Interest Consideration” has the meaning set forth in Section 2.3(ii). “Pre-Transaction Gain” means, with respect to each Protected Property and as reflected on Schedule 2 hereof, the excess of: (i) the fair market value of such Protected Property as of the Closing Date; over (ii) the adjusted tax basis of the Protected Property immediately after the Closing Date (reduced by any income or gain recognized as a result of the Transaction). 7 [NTD: BDO to model the extent (if any) to which any LTD entity or individual guarantees are needed at closing and thereafter during the Tax Protection Period to avoid phantom income for the LTD Contributors in light of the shift in basis under Section 752 over time as book depreciation is claimed. Would require back-to- back guarantees from LTD entities and their members.]
Sample 1

Related to Initial Protected Partners

  • Initial Limited Partners means the Organizational Limited Partner (with respect to the Common Units and Subordinated Units received by it as described in Section 5.1), the General Partner (with respect to the Incentive Distribution Rights received by it as described in Section 5.1) and the Underwriters, in each case upon being admitted to the Partnership in accordance with Section 10.1.

  • Disqualified Partnership Any domestic entity classified as a partnership under the Code if any of its direct or indirect beneficial owners (other than through a U.S. corporation) are (or, under the applicable partnership agreement, are permitted to be) Disqualified Non-United States Tax Persons.

  • Consent of the Limited Partners means the Consent of a Majority in Interest of the Limited Partners, which Consent shall be obtained prior to the taking of any action for which it is required by this Agreement and may be given or withheld by a Majority in Interest of the Limited Partners, unless otherwise expressly provided herein, in their sole and absolute discretion.

  • Urban renewal project means undertakings and activities of a municipality in an urban renewal area for the elimination and for the prevention of the development or spread of slums and blight, and may involve slum clearance and redevelopment in an urban renewal area, or rehabilitation or conservation in an urban renewal area, or any combination or part of them in accordance with an urban renewal plan. These undertakings and activities may include:

  • Substituted Limited Partner means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4.

  • Urban renewal plan means a plan, as it exists from time to time, for an urban renewal project, which plan shall be sufficiently complete to indicate such land acquisition, demolition and removal of structures, redevelopment, improvements, and rehabilitation as may be proposed to be carried out in the urban renewal area, zoning and planning changes, if any, land uses, maximum density and building requirements.

  • Additional Limited Partner means a Person admitted to the Partnership as a Limited Partner pursuant to Section 10.4 and who is shown as such on the books and records of the Partnership.

  • ESC means erosion and sediment control.

  • Blackstone means collectively, The Blackstone Group L.P., a Delaware limited partnership, and any Affiliate thereof (excluding any natural persons and any portfolio companies of any Blackstone-sponsored fund).

  • Section 385 Controlled Partnership has the meaning set forth in Treasury Regulation Section 1.385-1(c)(1) for a “controlled partnership”.

  • Partners means the General Partner and the Limited Partners.

  • Atomic Energy Act means the Atomic Energy Act of 1954, as amended.

  • Organizational Limited Partner means Xxxxx X. Xxxxxxx.