Contribution Entity definition

Contribution Entity has the meaning set forth in the recitals.
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Contribution Entity is defined in the introduction.
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Examples of Contribution Entity in a sentence

  • This Agreement shall terminate (a) upon election of any owner of an interest in a Contribution Entity if the Formation Transactions have not closed within 180 days of the Initial Valuation that is reflected in the Registration Statement or (b) automatically if the Registration Statement shall have been withdrawn (such date is hereinafter referred to as the “Outside Date”).

  • Mezzco shall be (and is hereby) deemed to have directed each other Contribution Entity to contribute the Contribution Assets owned by such other Contribution Entity directly to the applicable Mezz Propco rather than to Mezzco.

  • To Contributor’s Knowledge, all material obligations of any Contribution Entity under the Reciprocal Easement Agreements which arose or accrued on or before the Closing have been performed.

  • True, correct and complete copies of all of the Contracts that will be binding on a Contribution Entity or any Property after the Closing have been delivered to TPG and the Company.

  • POPLP shall not take (or allow any Contribution Entity to take) any actions with respect to the Contribution Assets that are not Approved Interim Period Actions.

  • No other equity interests or securities of any Contribution Entity, and no securities or other instruments or interests directly or indirectly convertible into, exchangeable for or evidencing any such equity interests or securities, are issued, allotted or outstanding, nor is any Contribution Entity under any contractual or other obligation to issue or allot any such equity interests or securities.

  • POPLP hereby represents and warrants to TIAA/SP and CPPIB that, immediately prior to the consummation of the transactions contemplated by this Agreement, PKY/GP, PKY/LP, the Company, Holdco, each Contribution Entity, each Propco, and Mezzco each shall be treated for U.S. federal income tax purposes as a disregarded entity that is not separate from POPLP.

  • Notwithstanding the foregoing or anything herein to the contrary, to the extent any of the foregoing representations and warranties contained in this Section 4.1(a)(xi) relate to any time preceding the period that a Contribution Entity owned the applicable Property, such representation and warranty shall be deemed qualified to be limited to Contributor’s Knowledge.

  • There are no judgments, injunctions, writs, orders or decrees of any kind against Contributor, any Contribution Entity or, to Contributor’s Knowledge, any Property that is unpaid or unsatisfied of record.

  • No Contribution Entity is in violation of, in conflict with, or in default under any of its Organizational Documents.

Related to Contribution Entity

  • Contribution Share means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Borrower and all of the Guarantors other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 4.6 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under applicable law against the Borrower in respect of any payment of Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall be relieved of its obligations pursuant to Section 8.4.

  • Company Contribution means that portion of the main extension costs which the Company will fund based upon the following formula:

  • Defined Contribution Plan A retirement plan which provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant's account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants which the plan may allocate to such participant's account. The Advisory Committee must treat all defined contribution plans (whether or not terminated) maintained by the Employer as a single plan. Solely for purposes of the limitations of Part 2 of this Article III, the Advisory Committee will treat employee contributions made to a defined benefit plan maintained by the Employer as a separate defined contribution plan. The Advisory Committee also will treat as a defined contribution plan an individual medical account (as defined in Code Section 415(l)(2)) included as part of a defined benefit plan maintained by the Employer and, for taxable years ending after December 31, 1985, a welfare benefit fund under Code Section 419(e) maintained by the Employer to the extent there are post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)).

  • Member contribution means a contribution under regulation 32;

  • Defined Contribution Plan Fraction for a Limitation Year shall mean a fraction, (A) the numerator of which is the sum of the Participant's Annual Additions under all defined contribution plans (whether or not terminated) maintained by the Employer for the current year and all prior Limitation Years (including annual additions attributable to the Participant's nondeductible employee contributions to all defined benefit plans (whether or not terminated) maintained by the Employer), and (B) the denominator of which is the sum of the maximum aggregate amounts for the current year and all prior Limitation Years with the Employer (regardless of whether a defined contribution plan was maintained by the Employer). "Maximum aggregate amounts" shall mean the lesser of (I) the product of 1.25 (or such adjustment as required under Section 12.4) and the dollar limitation in effect under Section 415(c)(1)(A) of the Code, adjusted as prescribed by the Secretary of the Treasury under Section 415(d) of the Code, or (II) the product of 1.4 and the amount that may be taken into account under Section 415(c)(1)(B) of the Code; provided, however, that the Committee may elect, on a uniform and nondiscriminatory basis, to apply the special transition rule of Section 415(e)(7) of the Code applicable to Limitation Years ending before January 1, 1983 in determining the denominator of the Defined Contribution Plan Fraction. If the Employee was a Participant as of the end of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined contribution plans maintained by the Employer which were in existence on May 6, 1986, the numerator of this fraction will be adjusted if the sum of this fraction and the defined benefit fraction would otherwise exceed 1.0 under the terms of this Plan. Under the adjustment, an amount equal to the product of (1) the excess of the sum of the fractions over 1.0 times (2) the denominator of this fraction, will be permanently subtracted from the numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before January 1, 1987, and disregarding any changes in the terms and conditions of the Plan made after May 5, 1986, but using the Section 415 limitation applicable to the first Limitation Year beginning on or after January 1, 1987. The annual addition for any Limitation Year beginning before January 1, 1987, shall not be recomputed to treat all Employee contributions as Annual Additions.