PropCo 1. VICI Properties 1 LLC, a Delaware limited liability company.
PropCo 1 shall have the meaning provided in the first paragraph of this Agreement.
PropCo VICI Properties L.P., a Delaware limited partnership.
OpCo has the meaning set forth in the Preamble.
Borrower LLC Agreement means the Amended and Restated Limited Liability Company Agreement No. 4 (as amended in accordance with the terms of this Agreement and as may be further amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof) of the Borrower, made and entered into as of June 30, 2012, by and among Intermediate Holdings, the Borrower and Specialty Towers Management, LLC.
GP means Gottbetter & Partners, LLP.
mg/l means milligrams per liter.
Borrower Partnership Agreement means the Limited Partnership Agreement of the Borrower dated as of January 17, 2014 as such agreement may be amended, restated, modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10.
Group Member Agreement means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.
JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.
Foreign Subsidiary Holding Company means any Domestic Subsidiary that is a direct parent of one or more Foreign Subsidiaries and holds, directly or indirectly, no other assets other than Equity Interests of Foreign Subsidiaries and other de minimis assets related thereto.
Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.
Holdings LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Holdings dated as of the Closing Date.
JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.
Ultimate Parent means a Company, which owns not less than fifty-one percent (51%) equity either directly or indirectly in the Parent and Affiliates.
Renewable Energy Certificate or "REC" means a certificate
CERC means Central Electricity Regulatory Commission.
Local Distribution Company or “LDC” means a Person licensed by the OEB as a “Distributor” in connection with a Distribution System.
Foreign Holding Company means any Subsidiary all or substantially all of the assets of which are comprised of Equity Interests in one or more Foreign Subsidiaries or CFC Debt.
Departing General Partner means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant to Section 11.1 or Section 11.2.
Holdco has the meaning set forth in the Preamble.
Hotel Management Agreement means any management agreements between a Hotel Management Company and Lessee and/or Landlord, as applicable, as such management agreements are amended from time to time for the Hotel.
Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.