New Partnership definition

New Partnership means the successor of New US, LLP upon the consummation of the New Partnership Migration, which will become an exempted company incorporated with limited liability in the Cayman Islands.

New Partnership. Recital(h) "NYSE" 2.2(g)(ii) "Operating Partnership" 9.3 "Operating Partnership Agreement" Recital (h) "Operating Partnership Transaction" 1.4 "PaineWebber" 3.2(n) "Partnership Merger" 5.1(d) "Person" 9.3 "Preferred Stock" 3.1(c) "Property Restrictions" 3.1(h) "Proxy Statement" 3.1(d) "Qualifying Income" 8.2(b) "Registration Statement" 3.2(d) "REIT" 3.1(l)(ii) "REIT Requirements" 8.2(b) "Required Partnership Vote" 9.3 "Residential Management Holdings" 9.3 "SDAT" 1.3 "SEC" 3.1(d) "Shareholder Approvals" 3.2(d) "Securities Act" 3.1(e) "Stock Incentive Plan" 5.12(b)(i) "Stock Purchase Agreement" Recital (g) "Subsidiary" 9.3 "Superior Competing Transaction" 7.1(d) "Surviving Corporation" 1.1 "Takeover Statute" 3.1(r) "Taxes" 3.1(l)(i) "Termination Expense Base Amount" 8.2(c) "Termination Expense Tax Opinion" 8.2(c) "Termination Expenses" 8.2(c) "TPMP" 9.3 "Transactions" Recital (i) "Transfer and Gains Taxes" 5.11 "Unconsolidated Company Financial Statements" 3.1(e) "Unconsolidated Camden Financial Statements" 3.2(e) "Units" 3.1(c) "1940 Act" 3.1(t) PAGE THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of December 16, 1996 is made and entered into between Camden Property Trust, a Texas real estate investment trust ("Camden"), Camden Subsidiary, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Camden ("Camden Sub"), and Paragon Group, Inc., a Maryland corporation (the "Company").

New Partnership means Nexen Canada No. 1 Partnership, a general partnership formed under the laws of Alberta;

Examples of New Partnership in a sentence

• With respect to periods governed by the New Partnership Audit Procedures, to the extent permissible under the New Partnership Audit Procedures, the Managing Member, or such person designated by the Managing Member, shall be designated as the “partnership representative” (within the meaning of Section 6223 of the New Partnership Audit Procedures (the “Partnership Representative”).

• To the extent that the Partnership Representative does not make an election to apply the alternative method provided by Section 6226 of the Code (or any analogous provision of state or local tax law), the Partnership Representative shall have the authority and discretion to determine the portion of any imputed underpayment (within the meaning of the New Partnership Audit Rules) allocable to each Member.

• The initial partnership “representative” for the New Partnership Audit Provisions shall be the Managing Member, provided that the Managing Member may instead designate such of its officers, employees or affiliates as may be eligible for such position if such party agrees to be bound by the terms of this Section 10.5(c) and the Managing Member guarantees compliance by such designee.

• Each Member hereby agrees to indemnify and hold harmless the Company, the other Members, the Partnership Representative and the Manager from and against any liability (including any liability for partnership-level taxes imposed with respect to the New Partnership Audit Rules) with respect to income attributable to or distributions or other payment to such Member.

• Each Member agrees that any payment by the Company of a partnership-level tax imposed with respect to the New Partnership Audit Rules shall be treated as paid with respect to such Member.

More Definitions of New Partnership

New Partnership. Recital (h) "NYSE" 2.2(g) (ii) "Operating Partnership" 9.3 "Operating Partnership Agreement" Recital (h) "Operating Partnership Transaction" 1.4 "PaineWebber" 3.2(n) "Partnership Merger" 5.1(d) "Person" 9.3 "Preferred Stock" 3.1(c) "Property Restrictions" 3.1(h) "Proxy Statement" 3.1(d) "Qualifying Income" 8.2(b) "Registration Statement" 3.2(d) "REIT" 3.1(l) (ii)

New Partnership means Nexen Canada No. 1, a general partnership formed under the laws of Alberta;

New Partnership means a newly created limited partnership in which the sole general partner shall be an indirect Wholly-Owned Subsidiary of the Borrower ("GP") and the sole limited partners shall be the Companies, or any successor thereto in which the Borrower and the Subsidiary Guarantors are the sole partners and/or shareholders.

New Partnership is defined in the Letter Agreement.

New Partnership means Crossroads/Memphis Partnership, L.P., a limited partnership in which the sole general partner is GP and the sole limited partners are the Companies, or any successor thereto in which the Borrower and the Subsidiary Guarantors are the sole partners and/or shareholders.

New Partnership has the meaning set forth in the first paragraph of this Agreement.

New Partnership is defined in Section 2.5(a) . “Non-Election” is defined in Section 2.3(e) . “NYSE” is defined in Section 2.3(c) . “Operating Partnership” is defined in the Preamble. “Order” means any award, judgment, injunction, consent, ruling, decree or order (whether temporary, preliminary or permanent) issued, adopted, granted, awarded or entered by any Governmental Entity or private arbitrator of competent jurisdiction. “Out-of-the-Money Option” is defined in Section 2.7(b) . “Ownership Limit” is defined in Section 3.21. “Parent” is defined in the Preamble. “Parent Disclosure Letter” is defined in Article IV. “Parent Instructions” is defined in Section 5.13(a) . “Parent Interest” is defined in Section 2.1(d) . “Parent Material Adverse Effect” means any change or effect that would mate- rially impair the ability of any Purchaser Party to timely consummate the transactions, or per- form any of its other obligations, contemplated by this Agreement. “Partnership Agreement” means the Limited Partnership Agreement, dated as April 21, 1994, of the Operating Partnership, as in effect on the date hereof. “Partnership Certificate of Merger” means one or more certificates of merger with respect to the Partnership Merger, containing the provisions required by, and executed in accordance with, the DRULPA. “Partnership Merger” is defined in Section 1.1(b) . “Partnership Merger Consideration” is defined in Section 2.2(a)(ii) . “Partnership Merger Effective Time” is defined in Section 1.3. “Partnership Unit” is defined in Section 3.3(b) . “Permitted Title Exceptions” is defined in Section 3.16(b) . “Per Share Cash Consideration” is defined in Section 2.1(a)(ii) .