Final federal partnership adjustment means a federal partnership adjustment after the final determination date for that federal partnership adjustment has passed.
Tax Adjustment has the meaning set forth in Section 4.7.
Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).
Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
BBA Partnership Audit Rules means Sections 6221 through 6241 of the Code, and any regulations promulgated or proposed under any such Sections and any administrative guidance with respect thereto.
Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.
Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).
Substituted Limited Partner means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4.
Delaware Divided LLC means any Delaware LLC which has been formed upon the consummation of a Delaware LLC Division.
General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.
OP Unit Economic Balance has the meaning set forth in Section 6.03(c) hereof.
SOFR Adjustment means 0.10% (10 basis points).
Partnership Record Date means the record date established by the General Partner for a distribution pursuant to Section 5.1(a) hereof, which record date shall be the same as the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution.
Surviving General Partner has the meaning set forth in Section 11.2(d)(i)(A).
True-Up Adjustment means any Semi-Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.
Single member limited liability company means a limited liability company that has one direct member.
General Partner Interest means the ownership interest of the General Partner in the Partnership (in its capacity as a general partner) and includes any and all benefits to which the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement.
Partnership Tax Audit Rules means Sections 6221 through 6241 of the Code, together with any final or temporary Treasury Regulations, Revenue Rulings and case law interpreting Sections 6221 through 6241 of the Code (and any analogous provision of state or local tax Law).
General Partner has the meaning set forth in the Preamble.
Term SOFR Adjustment means a percentage equal to 0.10% per annum.
Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).
Final Adjustment Statement has the meaning set forth in Section 2.6(c).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
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.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).