Examples of IMC Partner in a sentence
Except as provided in this Section 7.05, neither the IMC Partner nor the FRP Partner shall sell, transfer or otherwise dispose of all or any portion of the capital stock of the Managing Partner.
In the event of a disagreement between the IMC Partner and the FRP Partner concerning the correct calculation of the allocations pursuant to this Article V, the correct calculation of such allocations shall be treated as a Major Decision and shall be determined by the Policy Committee, the CEOs or the Managing Partner, as the case may be, pursuant to Section 6.07(a) and Section 6.07(b).
If the Appraisal Procedure is required to determine the Transfer Price, the fees and expenses of such Appraisal Procedure shall be shared equally by the IMC Partner and the FRP Partner.
Either the IMC Partner or the FRP Partner may give the other irrevocable written notice not less than one hundred eighty (180) days prior to the scheduled expiration of the term of the Partnership pursuant to Section 11.01 of its election to exercise the purchase option set forth in this Section 11.02.
The Partners acknowledge that due to the changes in the Partners' Current Interests and Capital Interests over time, either the IMC Partner or the FRP Partner could be disproportionately benefited or adversely affected by actions designed to defer or accelerate Partnership revenues, defer or accelerate Partnership expenses or capital expenditures or defer or accelerate Partnership cash flow.
The Tax Matters Partner may request extensions to file any tax return or statement without the consent of, but shall so inform, the IMC Partner (or, with respect to the IMC GPCo Liquidation Period, Operations and IMC GPCo) and the FRP Partner.
In accordance with the terms of this Agreement, the IMC Partner has assumed all of the liabilities and obligations of Operations, and the FRP Partner has assumed all of the liabilities and obligations of FRP, in each case under and pursuant to the Contribution Agreement and each such Partner hereby confirms its agreement to perform such assumed liabilities and obligations as if it were a party to such agreement.
The IMC Partner and the FRP Partner each may, after the Closing Date, contribute to the Partnership their respective organizational costs, as defined in Section 709 of the Code, incurred in forming the Partnership.
If the Buying Partner and such other Non-Managing Partner cannot agree upon a Transfer Price within sixty (60) days after the notice referred to in the first sentence of this Section 11.02, either the IMC Partner or the FRP Partner may, by notice to the other, invoke the Appraisal Procedure.
If only one of the IMC Partner or the FRP Partner gives the notice referred to in the preceding sentence (the "Buying Partner"), the Buying Partner shall have the right and the obligation to purchase all, but not less than all, of such other Non-Managing Partner's Partnership Interest and the Managing Partner's Partnership Interest at the aggregate Transfer Price therefor.