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, 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 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 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.
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 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 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.
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.
After adjustment for the Partnership Units acquired by the REIT from the Continuing Limited Partners immediately prior to the execution and delivery of this Agreement, the Capital Contributions of the Partners are reflected in Exhibit A attached hereto.
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”).
After adjustment for the Partnership Units acquired by STT from the Continuing Limited Partners immediately prior to the execution and delivery of this Agreement, the Capital Contributions made, or deemed to have been made, by the Partners are reflected in Exhibit A attached hereto.

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.

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;