Management Partner definition
Examples of Management Partner in a sentence
The terms and conditions of this Agreement (together with the HP Authorized Contract Management Partner Addendum for HP Authorized Representatives) constitute the entire understanding between the parties relating to the provision of services described herein and will supersede any previous communication, representation or agreement whether oral or written.
The Management Partner understands that an exemption from registration is not presently available pursuant to Rule 144 promulgated under the Securities Act, that there is no assurance that such exemption will ever become available to the Management Partner, and that even if it were to become available, sales pursuant to Rule 144 may be limited in amount and could only be made in full compliance with the provisions of Rule 144.
If the Partnership or any of its Affiliates is required to withhold (or is determined to have been required to withhold) federal or state income taxes or other taxes upon the grant, forfeiture or vesting of the Class PI Units, or the related lapse of the forfeiture conditions, the Management Partner will promptly pay in cash to the Partnership, or the Affiliate having such obligation, such amounts as will be necessary to satisfy such obligation (including any interest and other additional amounts).
The Management Partner will promptly deliver a copy of such completed Section 83(b) Election form to the Partnership.
The parties will use reasonable best efforts to minimize any such amounts, including, at the Management Partner’s request and sole cost, contesting any audit or similar proceeding related thereto or to any tax issues affecting the tax liability of the Management Partner.
Each Other Partner may elect to participate in the contemplated Transfer, on the same terms as those set forth in the Sale Notice except as set forth in this Section 3(a), by delivering written notice to the Transferring Partner within 10 days following receipt of the Sale Notice; provided that a Management Partner shall have the right to so participate only with respect to Vested Incentive Units held by such Management Partner at the time of receipt of such Sale Notice.
The Management Partner acknowledges and agrees that the Class PI Units are subject to the provisions of the LPA.
The Management Partner acknowledges that the Management Partner is required to file, and it shall be a condition subsequent to the issuance of the Class PI Units hereunder to file, an election under Section 83(b) of the Code (“Section 83(b) Election”) in the form attached hereto as Exhibit C in accordance with the LPA and that the filing of such election is the Management Partner’s responsibility.
The determinations of the Firm will be conclusive and binding upon the Management Partner and the Company for all purposes absent manifest error.
By accepting the Class PI Units, the Management Partner acknowledges that the Partnership is treated as a partnership for U.S. federal and applicable state and local income tax purposes and that the Management Partner will be treated as a partner for all such purposes with respect to the Class PI Units.