12.07.2015 Views

FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

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NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good andvaluable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:ARTICLE 1INTERPRETATION1.1 DefinitionsIn this Agreement, except where the context otherwise requires, the following terms will have the following meanings:1.1.1 “Affiliate” means, with respect to a Person, any other Person that, directly or indirectly, through one or moreintermediaries, Controls or is Controlled by such Person, or is under common Control of a third Person;1.1.2 “Agreement” means this Relationship Agreement;1.1.3 “BPY” has the meaning assigned thereto in the preamble;1.1.4 “BPY General Partner” means <strong>Brookfield</strong> <strong>Property</strong> <strong>Partners</strong> Limited, which is the general partner of BPY;1.1.5 “BPY Group” means BPY, the <strong>Property</strong> <strong>Partners</strong>hip, the Holding Entities, the Operating Entities and any other direct orindirect Subsidiary of a Holding Entity;1.1.6 “<strong>Brookfield</strong>” has the meaning assigned thereto in the preamble;1.1.7 “<strong>Brookfield</strong> Fund” means any private investment entity, managed account, joint venture, consortium, partnership orinvestment fund established, sponsored or managed by a member of the <strong>Brookfield</strong> Group;1.1.8 “<strong>Brookfield</strong> Group” means <strong>Brookfield</strong>, any of its Affiliates and any <strong>Brookfield</strong> Funds, but excludes any member of theBPY Group;1.1.9 “Business Day” means every day except a Saturday or Sunday, or a day which is a statutory or civic holiday in Bermuda,the Province of Ontario, or the State of New York;1.1.10 “Commercial <strong>Property</strong>” means commercial and other real property which generates or has the potential to generateincome, including office, retail, multi-family and industrial assets, but excluding, among other things, residential landdevelopment, home building, construction, real estate advisory services and other similar operations or services;1.1.11 “Control” means the control by one Person of another Person in accordance with the following: a Person (“A”) controlsanother Person (“B”) where A has the power to determine the management and policies of B by contract or status (for example,the status of A being the general partner of B) or by virtue of the beneficial ownership of or control-4 -

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