Continuing Limited Partners definition

Continuing Limited Partners means CD&R Waterworks Holdings, L.P. (or a wholly owned subsidiary) and Management Feeder, the Original Limited Partners that own Partnership Interests and that are entitled to exchange their Partnership Interests for shares of our Class A common stock as described in “—Amended and Restated Limited Partnership Agreement of Holdings” and “—Exchange Agreement,” and does not include CD&R WW, LLC, a Delaware limited liability company which is a limited partner of Holdings but which does not own any of our Class B common stock and is not entitled to exchange Partnership Interests for shares of our Class A common stock;
Continuing Limited Partners means CD&R Waterworks Holdings, L.P. (or a wholly owned subsidiary) and Management Feeder, the limited partners of Holdings that following the IPO were entitled to exchange their Partnership Interests for shares of our Class A common stock as described in “—Amended and Restated Limited Partnership Agreement of Holdings” and “—Exchange Agreement.” Following the Exit Transaction, CD&R Waterworks Holdings, L.P. disposed of all their Partnership Interests and is no longer a limited partner of Holdings; and
Continuing Limited Partners means CD&R Waterworks Holdings and Management Feeder.

Examples of Continuing Limited Partners in a sentence

  • Notwithstanding the foregoing, Corporate Taxpayer may not terminate this Agreement pursuant to this Section 4.1(a) unless (i) no further payments are required under the Continuing Limited Partners Tax Receivable Agreement or (2) the Continuing Limited Partners Tax Receivable Agreement is terminated pursuant to Section 4.1(a) of the Continuing Limited Partners Tax Receivable Agreement concurrently with the termination of this Agreement pursuant to this Section 4.1(a).

  • Carryovers or carrybacks of any Tax item attributable to the Exchanged Owner Basis, Continuing Limited Partners Tax Receivable Agreement Items and Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type.

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  • Notwithstanding any provision of this Agreement to the contrary, to the extent that Corporate Taxpayer or any of its Affiliates enters into future Tax receivable or other similar agreements, Corporate Taxpayer shall ensure that the terms of any such Tax receivable agreement (other than the Continuing Limited Partners Tax Receivable Agreement) shall provide that the payments pursuant to this Agreement are considered senior in priority to any payments pursuant to any such future Tax receivable agreement.

  • Notwithstanding anything to the contrary herein, all calculations and determinations hereunder, including Exchanged Owner Basis, Pre-Merger Tax Attributes, Tax Refunds, Continuing Limited Partners Tax Receivable Agreement Items, the Schedules and the determination of the Realized Tax Benefit or Realized Tax Detriment, shall be made in accordance with any elections, methodologies or positions taken on the relevant Corporate Taxpayer Returns.

  • There were no amounts receivable from affiliates of CD&R at May 1, 2022 and January 30, 2022.Tax Receivable AgreementsIn connection with the Reorganization Transactions, Core & Main entered into the Former Limited Partners Tax Receivable Agreement with the Former Limited Partners and the Continuing Limited Partners Tax Receivable Agreement with the Continuing Limited Partners.

  • Holdings equity is attributed to non-controlling interests based on the Partnership Interests held by Continuing Limited Partners, excluding unvested Partnership Interests held by Management Feeder, relative to all Partnership Interests as of the balance sheet date.

  • Each of the Seller, the General Partner and the Continuing Limited Partners shall have entered into the Second Amended and Restated Limited Partnership Agreement of the Fund, in the form attached hereto as Exhibit M (the “Partnership Agreement”).

  • The Company reserves the right to charge interest on any unpaid amount at 4 percent above Barclays Bank Base Rate.


More Definitions of Continuing Limited Partners

Continuing Limited Partners means those Persons, other than the REIT, that have been admitted as Limited Partners prior to the Effective Date of this Agreement.
Continuing Limited Partners means CD&R Waterworks Holdings (or a wholly-owned subsidiary) and Management Feeder, the Original Limited Partners that will continue to own Partnership Interests after the Reorganization Transactions and this offering and that will be entitled, following the consummation of the Reorganization Transactions and this offering, to exchange their Partnership Interests for shares of our Class A common stock as described in “Certain Relationships and Related Party TransactionsAmended and Restated Limited Partnership Agreement of Holdings” and “—Exchange Agreement,” and does not include CD&R WW, LLC, a Delaware limited liability company which, following the consummation of the Reorganization Transactions and this offering, will be a limited partner of Holdings but which will not own any of our Class B common stock and will not be entitled to exchange Partnership Interests for shares of our Class A common stock;

Related to Continuing Limited Partners

  • Initial Limited Partners means the Organizational Limited Partner (with respect to the Common Units and Subordinated Units received by it as described in Section 5.1), the General Partner (with respect to the Incentive Distribution Rights received by it as described in Section 5.1) and the Underwriters, in each case upon being admitted to the Partnership in accordance with Section 10.1.

  • Limited Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of March 1, 2017, as amended, supplemented or restated from time to time.

  • Partners means the General Partner and the Limited Partners.

  • Limited partnership means a limited partnership registered or formed under any law in force in Singapore or elsewhere;

  • 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.

  • Support Partners – means any successful vendor who entered into partnership agreement with CIPC and/or its clients for the provision of support services to a specific solution.

  • Certificate of Limited Partnership means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware as referenced in Section 2.1, as such Certificate of Limited Partnership may be amended, supplemented or restated from time to time.

  • Foreign limited partnership means a partnership formed under laws other than of this state and having as partners one or more general partners and one or more limited partners.

  • Associate Members means the individuals or firms which have agreed to Joint Venture in connection with the Project;

  • Operating Partnership Agreement means the Agreement of Limited Partnership of the Operating Partnership, as it may be amended, supplemented or restated from time to time.

  • Partnership Representative has the meaning set forth in Section 5.2(a).

  • 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.

  • Service Partners means any successful vendor who is awarded the proposal or who entered into an agreement with CIPC and/or its clients to offer consulting services in areas such as but not limited to, strategic e-business consulting, evaluation, implementation and continuous improvement or system integration.