Intervening Event means any event, change, fact, development, circumstance, condition or occurrence with respect to the Partnership and its Subsidiaries or their respective businesses that is neither known by, nor reasonably foreseeable by, the Conflicts Committee as of the date of this Agreement; provided, that none of the foregoing shall constitute an Intervening Event: (A) any Partnership Entity meeting or exceeding any internal or published projections, estimates or expectations of such Partnership Entitys revenue, earnings or other financial performance or results of operations for any period, or any outperformance by any Partnership Entity of its internal budgets, plans or forecasts of its revenue, earnings or other financial performance of results of operations (it being understood, in each case, that the facts or occurrences giving rise or contributing thereto that are not otherwise excluded from the definition of Intervening Event may be taken into account) or (B) any changes in (i) the market price or trading volume of the equity securities of any Partnership Entity (and the associated costs of capital) or (ii) the credit rating of any Partnership Entity or the indebtedness of any Partnership Entity (it being understood, in each case of ((B)(i)) and ((ii)), that the facts or occurrences giving rise or contributing to such change that are not otherwise excluded from the definition of Intervening Event may be taken into account).
IT Assets means all hardware, software, databases, systems, networks, websites, applications and other information technology assets and equipment.
Landmark Dividend has the meaning set forth in the Preamble.
Landmark Dividend Common Unit means each Common Unit that is, as of immediately prior to the First Partnership Merger Effective Time, held by Landmark Dividend or its Affiliates.
Law means any applicable domestic or foreign federal, state, local, municipal or other administrative order, constitution, law, Order, ordinance, rule, code, case, decision, regulation, statute, tariff or treaty, or other requirements with similar effect of any Governmental Authority or any binding provisions or interpretations of the foregoing.
Leased Real Property means all interests in real property leased, licensed or used pursuant to any written or oral agreement, in each case, by any Partnership Party as lessee or sublessee.
Liability means, collectively, any direct or indirect indebtedness, commitment, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation, contingency, responsibility or other liability, in each case, whether fixed or unfixed, asserted or unasserted, known or unknown, liquidated or unliquidated, due or to become due, accrued or unaccrued, absolute, contingent or otherwise.
LM DV Infra has the meaning set forth in the Preamble.
LM Infra has the meaning set forth in the Preamble.
LMRK Company has the meaning set forth in the Recitals.
Loss means as to any specified Person, any losses, costs, damages, claims, obligations, deficiencies, demands, judgments, assessments, awards, Taxes, amounts paid in settlement, interests, expenses (including litigation costs, costs of investigation and defense and reasonable fees of and actual disbursements by attorneys, consultants, experts or other representatives), fines of, penalties on, or liabilities of any other nature of that Person.
Marketing Material means bank books, bank information memoranda, other information packages and marketing materials (including, to the extent necessary, an additional bank information memorandum that does not include material non-public information) and similar documents, in each case, prepared in connection with the Debt Financing and reasonably requested by Buyer Parties or the Financing Sources that is customarily delivered in connection with debt financings of the type being arranged.