Redemption of Series A Preferred Units. Notwithstanding any other provision of this Section 6.1 (other than the Regulatory Allocations), with respect to any taxable period during which Series A Preferred Units are redeemed pursuant to the terms of Section 5.12(b)(viii)(F), each Partner holding redeemed Series A Preferred Units shall, to the extent necessary after the allocation of Unrealized Gain and Unrealized Loss pursuant to Section 5.5(d)(ii), be allocated items of income, gain, loss and deduction in a manner that results in the Capital Account balance of each such Partner attributable to its redeemed Series A Preferred Units immediately prior to such redemption (and after taking into account any applicable Regulatory Allocations) to equal (i) the amount of cash paid to such Partner in redemption of such Series A Preferred Units, and (ii) the product of the number of Common Units received in the redemption and the Per Unit Capital Amount for a then Outstanding Common Unit.
Redemption of Series A Preferred Units. With respect to any Series A Preferred Unit, such Series A Preferred Unit shall cease to be issued and outstanding and shall be deemed to have been redeemed upon the payment in full in cash of each of (i) the Unreturned Capital Value of such Series A Preferred Unit, (ii) the Unpaid Yield on such Series A Preferred Unit as of the time the Unreturned Capital Value of such Series A Preferred Unit was paid in full in cash, and (iii) the Redemption Amount (as that term is defined in the Preferred Securities Purchase Agreement), if any, that is payable pursuant to the Preferred Securities Purchase Agreement upon the redemption of such Series A Preferred Unit, whereupon (A) the holder of such Series A Preferred Unit shall cease to have any right or obligation hereunder with respect to such Series A Preferred Unit and (B) the Secretary shall amend the Members Schedule to reflect the redemption in full of such Series A Preferred Unit.
Redemption of Series A Preferred Units. Notwithstanding any other provision of this 6.1 (other than the Regulatory Allocations), with respect to any taxable period during which Series A Preferred Units are redeemed pursuant to the terms of Section 5.13(b), each Partner holding redeemed Series A Preferred Units shall be allocated items of income, gain, loss and deduction in a manner that results in the Capital Account balance of each such Partner attributable to itsredeemed Series A Preferred Units immediately prior to such redemption (and after taking into account any applicable Regulatory Allocations) to equal (i) the amount of cash paid to such Partner in redemption of such Series A Preferred Units, and (ii) the product of the number of Common Units received in the redemption and the Per Unit Capital Amount for a then Outstanding Common Unit (but only to the extent not otherwise achieved by operation of section 5.6(d)(ii)).”
(i) Section 6.2 of the Partnership Agreement is hereby amended to add the following as Section 6.2(i) immediately following Section 6.2(h):
Redemption of Series A Preferred Units. (a) Until such time as the Series A Preferred Units are deemed to be redeemed in accordance with Section 7.7(b) below, the Partnership shall, and the General Partners shall cause the Partnership to, declare and pay distributions, to the extent not prohibited by, or required to otherwise be applied by, any agreement governing or made in favor of any holder of indebtedness of the Partnership or any of its Subsidiaries, and to the extent the Partnership’s Subsidiaries are permitted under such agreements to make distributions to enable the Partnership to do so, (i) on not less than a quarterly basis out of the Non-Core Assets Excess Cash Flow and (ii) from time to time out of the net cash proceeds of any sale or similar disposition of any Non-Core Assets (net of any amount that the General Partners determine in good faith is appropriate for the Partnership or any of its Subsidiaries to retain to enable it or them to satisfy indemnity obligations that have arisen or may arise and/or liabilities retained by any of them which are related to such Non-Core Assets or the disposition thereof).
(b) With respect to any Series A Preferred Unit, such Series A Preferred Unit shall cease to be issued and outstanding and shall be deemed to have been redeemed upon the payment in full in cash of each of (i) the Unreturned Capital Value of such Series A Preferred Unit and (ii) the Unpaid Yield on such Series A Preferred Unit as of the time the Unreturned Capital Value of such Series A Preferred Unit was paid in full in cash, whereupon (A) the holder of such Series A Preferred Unit shall cease to have any right or obligation hereunder with respect to such Series A Preferred Unit and (B) the Secretary of the Partnership shall amend the Partners Schedule to reflect the redemption in full of such Series A Preferred Unit.
Redemption of Series A Preferred Units. The Partnership hereby redeems the Series A Preferred Units in the Partnership. Effective upon the redemption of the Series A Preferred Units, Section 4.02(c)(i) of the Partnership Agreement, as set forth in Section 4 of Amendment No. 1 to the Partnership Agreement dated June 25, 1998, shall be deleted in its entirety and Section 4.02(c)(i) shall hereinafter read "[Intentionally Left Blank]".
Redemption of Series A Preferred Units. Subject to the provisions of Section 16.4:
A. On or after September 1, 2008, with respect to the Series A Preferred Units, each Holder of Series A Preferred Units shall have the right (subject to the terms and conditions set forth herein and in any separate agreement entered into between the Partnership and the Holder of such Series A Preferred Units that provides otherwise) to require the Partnership to redeem all or a portion of such Holder’s Tendered Series A Preferred Units in exchange for a cash amount per Series A Preferred Unit equal to the Series A Preferred Redemption Amount, unless the terms of such Series A Preferred Units or such separate agreement provides that such Series A Preferred Units are not entitled to a right of Series A Preferred Redemption or are entitled to consideration other than the Series A Preferred Redemption Amount. The tendering Series A Preferred Unit Holder shall have no right, with respect to any Series A Preferred Units so redeemed, to receive any distributions paid on or after the Series A Preferred Redemption Date. Any Series A Preferred Redemption shall be exercised pursuant to a Notice of Series A Preferred Redemption delivered to the General Partner by the Tendering Series A Preferred Unit Holder and surrender to the General Partner of certificates representing the Series A Preferred Units. The Series A Preferred Redemption Amount shall be payable to the Tendering Series A Preferred Unit Holder on the Series A Preferred Redemption Date.
Redemption of Series A Preferred Units. Subject to the terms and conditions of this Agreement, at the Closing, the Selling Unitholder shall sell, convey, assign, transfer and deliver to the Partnership, and the Partnership shall redeem, all of the Selling Unitholder's right, title and interest in and to 3,000,000 Series A Preferred Units (the “Redeemed Units”), free and clear of all Liens (as defined in Section 2.4). The closing of the purchase and sale of the Redeemed Units hereunder shall take place at 9:00 a.m., Houston time, on April 1, 2013 (the “Closing” and such date, the “Closing Date”) at the offices of Xxxxxx & Xxxxxx LLP, 0000 Xxxxxx Xxxxxx, Suite 2500, Houston, Texas.
Redemption of Series A Preferred Units. The Company unconditionally and irrevocably agrees to redeem the Series A Preferred Units in accordance with Section 6.9 of the Purchase Agreement, which is incorporated herein by reference.
Redemption of Series A Preferred Units. Subject to the provisions of Section 16.4:
Redemption of Series A Preferred Units
