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;
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Continuing Limited Partners means CD&R Waterworks Holdings and Management Feeder.
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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
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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).

  • The provisions of this Agreement may be amended only by the affirmative vote or written consent of each of (i) IPOco, (ii) Holdings, (iii) the Continuing Limited Partners and (iv) the Holders of Partnership Interests holding a majority of the then outstanding Partnership Interests (excluding all Partnership Interests held by IPOco), except that any amendment materially detrimental to any Holder shall require the written consent of such Holder.

  • 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.

  • 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.

  • Each such exchange of Partnership Interests for Class A Common Stock or the Cash Exchange Payment, as applicable, shall, to the extent permitted by law, be treated for U.S. federal income tax reporting purposes as a taxable exchange of the Holder’s Partnership Interests for Class A Common Stock or the Cash Exchange Payment, as applicable, and corresponding payments under the Continuing Limited Partners 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.

  • Each of the General Partner and the Continuing Limited Partners shall have entered into the Put/Call Agreement, in the form attached hereto as Exhibit B.

  • The full exchange by the Continuing Limited Partners will also decrease Core & Main's aforementioned deferred tax asset associated with its investment in Holdings by $153 million.

  • 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”).

  • Accordingly, Core & Main consolidates the consolidated financial statements of Holdings and attributes a portion of net income and equity of Holdings to non-controlling interests related to the vested Partnership Interests held by the Continuing Limited Partners.


More Definitions of Continuing Limited Partners

Continuing Limited Partners means those Persons, other than STT, that have been admitted as Limited Partners prior to the Effective Date of this Agreement.
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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 Transactions—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, 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;
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Related to Continuing Limited Partners

  • Consent of the Limited Partners means the Consent of a Majority in Interest of the Limited Partners, which Consent shall be obtained prior to the taking of any action for which it is required by this Agreement and may be given or withheld by a Majority in Interest of the Limited Partners, unless otherwise expressly provided herein, in their sole and absolute discretion.

  • Class B Limited Partner means any Person executing (by power of attorney or otherwise) this Agreement as of the date hereof as a Class B Limited Partner or hereafter admitted to the Partnership as a Class B Limited Partner as herein provided, but shall not include any Person who has ceased to be a Class B Limited Partner in the Partnership.

  • Defaulting Limited Partner means a Limited Partner that has failed to pay any amount owed to the Partnership under a Partnership Loan within 15 days after demand for payment thereof is made by the Partnership.

  • Investor Limited Partner means any Limited Partner so designated at the time of its admission as a partner of the Partnership.

  • Initial Limited Partners means the Organizational Limited Partner (with respect to the Common Units and Subordinated Units received by it pursuant to Section 5.2), the General Partner (with respect to the Incentive Distribution Rights) and the Underwriters, in each case upon being admitted to the Partnership in accordance with Section 10.1.

  • Limited Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of March 9, 2004, as amended 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;

  • GP means Gottbetter & Partners, LLP.

  • 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 7.2, 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.

  • Foreign limited liability limited partnership means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to section 488.404, subsection 3.

  • Special Limited Partner means WNC Housing, L.P., a California limited partnership, and such other Persons as are admitted to the Partnership as additional or substitute Special Limited Partners pursuant to this Agreement.

  • Original Limited Partner means the Limited Partners designated as “Original Limited Partners” on Exhibit A hereto.

  • Hosting Partners means companies who entered into an agreement with CIPC in the areas of application management; application hosting, application service provision, and marketplace hosting are incorporated in this category.

  • General partnership means an organization formed under chapters 45-13 through 45-21.

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

  • Operating Partnership Agreement means the Amended and Restated 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.

  • Organizational Limited Partner means Xxxxx X. Xxxxxxx.

  • Managing General Partner means the managing general partner of the Merging Entity where such Merging Entity is a limited partnership.

  • 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.

  • Original Partnership Agreement has the meaning set forth in the recitals to this Agreement.