JMB Limited Partner definition

JMB Limited Partner shall have the meaning set forth in the Preamble to this Agreement.
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Examples of JMB Limited Partner in a sentence

  • The General Partner shall promptly deliver to the JMB Limited Partner copies of all reports and information received from the Lower Tier Partnership.

  • The General Partner shall, upon the written request of the JMB Limited Partner, cause the Partnership to exercise its Put Right (as such term is defined in the Lower Tier Partnership Agreement) to require the Lower Tier General Partner to purchase the Lower Tier Partnership Interest pursuant to Section 12.2C of the Lower Tier Partnership Agreement.

  • Upon the consummation of the Merger, the Partnership agreed that the LLC Net Assets were deemed to be the Capital Contributions of the JMB Limited Partner, and (ii) the LLC Net Assets had a gross fair market value of $100,000.

  • The General Partner shall sign and file tax returns prepared by the Partnership's accountant in consultation with the JMB Limited Partner.

  • The effect of this Agreement shall be that the JMB Limited Partner shall receive an allocation of Partnership nonrecourse debt, as of the date hereof, that is not less than $129,700,000.

  • At the election of the JMB Limited Partner, the Partnership shall use the "remedial method" described in Treasury Regulation Section 1.704-3(b) and allocations of nonrecourse debt shall be made in accordance therewith.

  • Notwithstanding the foregoing, the JMB Limited Partner shall execute such documents as the General Partner shall reasonably request in connection with such transaction.

  • The intended effect of this Agreement shall be that the JMB Limited Partner shall receive an allocation of Partnership nonrecourse debt that on the date hereof is not less than $380,000,000.

  • Following (i) the exercise of the Put Right pursuant to Section 7.6A and (ii) the receipt by the JMB Limited Partner of all amounts to be received as a result thereof, the General Partner shall, upon receipt of the written election of the JMB Limited Partner at any time, in the JMB Limited Partner's sole discretion, cause its Partnership Interest to be converted to a limited partner interest, and the Special General Partner shall thereupon become the successor General Partner.

  • The Partnership hereby agrees that (i) the LLC Net Assets shall be deemed to be the Capital Contributions of the JMB Limited Partner, and (ii) the LLC Net Assets shall have a gross fair market value of $100,000.

Related to JMB Limited Partner

  • 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.

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

  • Limited Partner means, prior to the admission of the first Additional Limited Partner to the Partnership, the Initial Limited Partner, and thereafter any Person named as a Limited Partner in Exhibit A, as such Exhibit may be amended from time to time, upon the execution and delivery by such Person of an additional limited partner signature page, or any Substituted Limited Partner or Additional Limited Partner, in such Person’s capacity as a Limited Partner of the Partnership.

  • Substituted Limited Partner means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4.

  • Initial Limited Partner has the meaning set forth in the Preamble.

  • 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.

  • 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.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of the Act.

  • 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.

  • 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.

  • Limited Partner Interest means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Partnership Common Units, Partnership Preferred Units or other Partnership Units.

  • Substitute Limited Partner means any Person admitted to the Partnership as a Limited Partner pursuant to Section 9.3.

  • General Partner means the Company or its successors as general partner of the Partnership.

  • Limited Partners means all such Persons.

  • 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.

  • Additional Limited Partner means a Person admitted to the Partnership as a Limited Partner pursuant to Section 10.4 and who is shown as such on the books and records of the Partnership.

  • General Partner Unit means a fractional part of the General Partner Interest having the rights and obligations specified with respect to the General Partner Interest. A General Partner Unit is not a Unit.

  • Vote Limited Member means any Member who beneficially owns 5% or more of the outstanding Class A shares (excluding Masterworks Shares) submits a Vote Limit Certificate to the Board which designates such Member as a Vote Limited Member, either separately or jointly with one or more other Members.

  • 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.

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

  • Managing Partner means Geodyne Production Company, a Delaware corporation, and any other Person admitted as additional or Substituted Managing Partner pursuant to Article Six of this Agreement.

  • Organizational Limited Partner means Xxxxx X. Xxxxxxx.

  • Single member limited liability company means a limited liability company that has one direct member.

  • 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.

  • Special Limited Partner Interest means the interest of the Special Limited Partner in the Partnership representing its right as the holder of an interest in distributions described in Sections 5.1(b)(iii)(A), (c), (d) and (e) (and any corresponding allocations of income, gain, loss and deduction under this Agreement).