Limited Partner Representative definition

Limited Partner Representative has the meaning set forth in Section 7.05 hereof

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Limited Partner Representative means, (i) in the case of each Limited Partner (other than CalPERS and the Mubadala Investors), initially, TCG Carlyle Global Partners L.L.C., a Delaware limited liability company, and thereafter, that Limited Partner or committee of Limited Partners determined from time to time by a plurality vote of the Limited Partners (other than CalPERS and the Mubadala Investors) ratably in accordance with their right to receive Early Termination Payments hereunder if all Limited Partners had fully Exchanged their Carlyle Holdings Partnership Units for Common Units and each Corporate Holdco had exercised its right of early termination on the date of the most recent Exchange; (ii) in the case of CalPERS, CalPERS; and (iii) in the case of the Mubadala Investors, initially, Five Overseas Investment L.L.C., a United Arab Emirates limited liability company registered in the Emirate of Abu Dhabi, and thereafter, that Limited Partner or committee of Limited Partners determined from time to time by a plurality vote of the Mubadala Investors ratably in accordance with their right to receive Early Termination Payments hereunder if all Limited Partners had fully Exchanged their Carlyle Holdings Partnership Units for Common Units and each Corporate Holdco had exercised its right of early termination on the date of the most recent Exchange.

Examples of Limited Partner Representative in a sentence

All expenses, including, without limitation, attorneys’ fees and accountants’ fees, incurred by the Limited Partner Representative shall be paid by the Partnership out of funds that would otherwise be distributed to the Non-Affiliate Limited Partners.
The Limited Partner Representative shall have the authority and power to act on behalf of the Non-Affiliate Limited Partners in dealing with the Partnership, the General Partner and Affiliates of the General Partner as provided in this Agreement.
Upon any breach by the Partnership or by any Affiliate of the General Partner of the terms of any contract between the Partnership and any Affiliate of the General Partner (an “Affiliate Contract”) which breach has a material adverse effect on the business of the Partnership, the Limited Partners by and through the Limited Partner Representative and upon Approval of the Limited Partners may prosecute the rights of the Partnership under such Affiliate Contract.
Any appointment of a Limited Partner Representative made hereunder shall remain effective until rescinded in a writing delivered to the General Partner via certified mail, registered overnight express mail or telecopy, and the General Partner shall have the right and authority to rely (and shall be fully protected in so doing) on the actions taken and directions given by such Limited Partner Representative, without any further evidence of their authority or further action by the Limited Partners.
A Majority-in-Interest of the Limited Partners shall have the right, at any time, within their sole discretion, to replace the Limited Partner Representative, or to appoint a temporary substitute to act for a Limited Partner Representative unable to act.
For as long as the Original Limited Partners have a Percentage Interest equal to or greater than 25%, any action taken with the approval of the Majority in Interest of the Partners shall also require the prior written consent of the Original Limited Partner Representative.
In the event that the Partnership issues additional Partnership Units pursuant to the provisions of Article III, the General Partner is hereby authorized to make such revisions to this Article IV and to Article V as it determines are necessary or desirable to reflect the issuance of such additional Partnership Units, including making preferential distributions to certain classes of Partnership Units (with the approval of the Original Limited Partner Representative).
If the Limited Partner Representative determines that any modifications to the tax returns of the Partnership should be considered, the Limited Partner Representative shall, within fifteen (15) days following receipt of such tax returns from the Accountants or the General Partner, indicate to the Accountants or to the General Partner the suggested revisions to the tax returns, which returns shall be resubmitted to the Limited Partner Representative for its review and approval.
For as long as the Original Limited Partners have a Percentage Interest equal to or greater than 25%, any action taken with the approval of the General Partner shall also require the prior written consent of the Original Limited Partner Representative.
A Majority-In-Interest of the Bucksbaum Limited Partners shall have the rights at any time, within their sole discretion, to replace any of the Limited Partner Representatives, to appoint a temporary substitute to act for any Limited Partner Representative unable to act, or to vest in only one of the Limited Partner Representatives the sole power to exercise rights of the Limited Partner Representatives thereunder.

More Definitions of Limited Partner Representative

Limited Partner Representative means, with respect to any Limited Partner, the representative appointed by such Limited Partner pursuant to the first sentence of Section 7.12 or, if none, such Limited Partner. "Limited Partners" shall mean (i) those Persons listed under the heading "Limited Partners" on Exhibit A hereto in their respective capacities as limited partners of the Partnership, their permitted successors and assigns and (ii) all Additional Partners and Substituted Limited Partners. "Liquidation Transaction" shall mean any sale of assets of the Partnership in contemplation of, or in connection with, the liquidation of the Partnership. "Liquidating Trustee" shall mean the General Partner or, if the General Partner is unable or unwilling to serve in such capacity, such other individual or Entity which, with the Consent of the Limited Partners or otherwise under the Act, shall be charged with winding up the Partnership. "L-SCUs" shall have the meaning set forth in Exhibit J.

Limited Partner Representative means the Limited Partner that is selected by a Majority-in-Interest of the Limited Partners from time to time to act as the Limited Partner Representative hereunder. The initial Limited Partner Representative shall be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇. All obligations of the General Partner or the Partnership set forth herein to deliver documents and other items to the Limited Partners shall be deemed satisfied if such documents and other items are delivered to the Limited Partner Representative.