Examples of 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.
Decisions or actions taken by the Management Committee in accordance with the provisions of this Agreement shall constitute decisions or actions by the Partnership and shall be binding on each Partner, Representative, Officer and employee of the Partnership.
The Partner Representative, the Partnership and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the others in filing any Tax Return pursuant to this ARTICLE VII or in connection with any audit or other proceeding in respect of Taxes of the Partnership.
Parent agrees to give written notice to Partner Representative of the receipt of any written notice by the Partnership, Parent or any of Royale’s Affiliates which involves the assertion of any claim, or the commencement of any Action, with respect to Taxes for a Pre-Closing Tax period (a “Tax Claim”).
Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Partnership for any taxable period beginning before the Closing Date, Partner Representative, the Partnership or Parent (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.
Any appointment of a Limited Partner Representative made hereunder shall remain effective until rescinded in a writing delivered to the General Partner via certified mail, registered overnight express mail or telecopy, and the General Partner shall have the right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.
Notwithstanding anything to the contrary, in no event may the General Partner waive or modify the Lock-Up Period applicable to any Qualified Unitholder without the prior written consent of (x) a majority of the Independent Directors of the Board and (y) until the first date upon which the NB Second Ownership Threshold is no longer satisfied, the NB Partner Representative.
Except as otherwise provided herein, the General Partner shall determine whether to make any other available election pursuant to the Code; provided that the General Partner shall consult in good faith with the Original Limited Partner Representative with respect to any material tax election with respect to the Partnership that could reasonably be expected to have an adverse effect on the Original Limited Partners.