Partnership Sale definition

Partnership Sale means, unless otherwise determined by the General Partner in its reasonable discretion, the sale, exchange, or other disposition, or sale of control, in one or more related transactions (transactions occurring within any 36 month period shall be deemed to be related unless determined otherwise by the General Partner in its reasonable discretion), of or over, (a) the Partnership, (b) 40% or more of the Partnership’s total assets (by value), or (c) assets of any direct or indirect Subsidiary of the Partnership provided that such sale(s), exchange(s), or other disposition(s) represents more than 40% of the Partnership’s total assets (by value).
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Partnership Sale means a bona fide arm’s-length transaction or series of related transactions involving a Transfer, directly or indirectly, of all or any portion of the Interests in the Partnership, or a Transfer of all or any portion of the assets of the Partnership.
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Partnership Sale means the consummation of a transaction, whether in a single transaction or in a series of related transactions, with an independent third party, or a group of independent third parties, pursuant to which such party or parties (A) acquire (whether by merger, consolidation, or transfer or issuance of equity interests or otherwise) all or substantially all of the Equity Securities of the Partnership (or any surviving or resulting company) or (B) acquire assets constituting all or substantially all of the assets of the Partnership and its Subsidiaries (as determined on a consolidated basis).
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Examples of Partnership Sale in a sentence

  • Additionally, the limited availability of specific guidelines for MD assessment and a lack of publicly available information pose difficulties in creating a unified framework for RWD usage in HTA, reflecting a broader challenge in promoting RWD use in healthcare decision-making.

  • Merger, Acquisition, Partnership, Sale are all used interchangeably but mean different things.

  • Viewing, creating, accessing, uploading, downloading, storing, sending, or distributing obscene, pornographic, or sexually explicit material.

  • Paper – V SPECIAL CONTRACTSOutcome :_ This paper familiarizes the students with principles of law relating to specific contracts like Indemnity, Guarantee, Bailment, Agency, Partnership, Sale of Goods etc.1. Contract of indemnity and guarantee – Different aspects of surety’s liability.

  • Auction Marketing Specialists Nationwide Date: February 16, 2016 Owner: Premiere Partners II Limited Partnership Sale Manager: Xxxx Xxxxxxx XXXXXXXX REAL ESTATE AND AUCTION COMPANY, INC., welcomes you to bid YOUR price on the real estate offered at this auction.

  • REIT 3’s current tax basis in the Partnership interests that it owns exceeds REIT 3’s expected amount realized on the Partnership Sale.

  • Any losses recognized on the Partnership Sale, the Corp C Stock Sale, and the Partnership 2 Sale will be deferred (rather than disallowed) under section 267(f) untilthe Partnership interests, the Corp C stock, or the Partnership 2 interests, as applicable, leave the Parent REIT’s controlled group in the Spin-Off.

  • Thus, the Life Insurance/Limited Partnership Sale to IDIT Technique has no generation-skipping tax consequences on the IDIT.

  • This is a Suit which is though titled as Cancellation of Partnership, Sale Agreement and Accounts as well as Injunction; however, in essence, the prayer is for a Declaration in respect of Suit property and cancellation of an Agreement.

  • Representations The following representations have been made regarding the Partnership Sale.


More Definitions of Partnership Sale

Partnership Sale means the proposed sale by the Labs Services LP of all or substantially all of its assets to the Borealis Group as part of the MDS Sale pursuant to the terms of the Eastern Sale Agreement (and with the consent of the Company).
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Partnership Sale means, unless otherwise determined by the General Partner in its reasonable discretion, the sale, exchange, or other disposition, or sale of control, in one or more related transactions (transactions occurring within any 36 month period shall be deemed to be related unless determined otherwise by the General Partner in its reasonable discretion), of or over, (a) the Partnership, (b) 40% or more of the Partnership’s total assets (by value), or (c) assets of - 11 - 737868395
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Partnership Sale shall have the meaning set forth in Section 2.01(B).
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Partnership Sale means (a) a sale of all or substantially all of the assets of the Partnership in one transaction or a series of related transactions, or (b) a direct or indirect sale of 100% of the equity interests of all Partners in the Partnership (whether by merger, consolidation, sale or Transfer of the Interests) in one transaction or a series of related transactions, in each case to a Purchaser.
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Partnership Sale means (i) reserved, (ii) for purposes of Section 4.6, the consummation of a transaction, whether in a single transaction or in a series of related transactions, with an independent third party or a group of independent third parties pursuant to which such party or parties (A) acquire (whether by merger, consolidation, or transfer or issuance of equity interests or otherwise) greater than 50% of the Units held, directly or indirectly, by the LGP Holders and the CVC Holders or (B) acquire assets constituting all or substantially all of the assets of the Partnership and its Subsidiaries (as determined on a consolidated basis), (iii) for purposes of clause (ii) of the definition of “Vesting Exit Event for 20% Common Series C Units”, the consummation of a transaction, whether in a single transaction or in a series of related transactions, with an independent third party or a group of independent third parties pursuant to which such party or parties (A) acquire (whether by merger, consolidation, or transfer or issuance of equity interests or otherwise) greater than 50% of the Units held, directly or indirectly, by the LGP Holders and the CVC Holders or (B) acquire assets constituting all or substantially all of the assets of the Partnership and its Subsidiaries (as determined on a consolidated basis); provided, however, that if the Common Series A Partners who held Common Series A Units as of the Original Effective Date retain any Units following such Partnership Sale, the Fair Market Value of such Units immediately following such Partnership Sale shall be deemed consideration received for purposes of calculating the actual pre-tax internal rate of return pursuant to clause (ii) of the Vesting Exit Event for 20% Common Series C Units; provided, further, that the Fair Market Value of any non-cash consideration received in such sale shall be determined as of the date of such Partnership Sale and (iv) for purposes of Section 3.1(e), the consummation of a transaction, whether in a single transaction or in a series of related transactions, with an independent third party or a group of independent third parties pursuant to which such party or parties (A) acquire (whether by merger, consolidation, or transfer or issuance of equity interests or otherwise) greater than 50% of the Units held, directly or indirectly, by the LGP Holders and the CVC Holders or (B) acquire assets constituting all or substantially all of the assets of the Partnership and its Subsidiaries (as d...
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Related to Partnership Sale

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Partnership Security means any class or series of equity interest in the Partnership (but excluding any options, rights, warrants and appreciation rights relating to an equity interest in the Partnership).

  • Partnership Securities has the meaning assigned to such term in Section 4.4(a).

  • 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 such Act.

  • General Partner Units has the meaning assigned to such term in the Partnership Agreement.

  • 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.

  • Partnership Units or “Units” has the meaning provided in the Partnership Agreement.

  • Partnership Property means any property, real, personal or mixed, or any interest therein or appurtenant thereto which may be owned or acquired by the Partnership.

  • Partnership Percentage means the percentage share of each Partner in the Net Income or Net Loss of the Partnership. The Partners’ initial Partnership Percentages shall be proportionate to the Partners’ initial Capital Contributions to the Partnership. Thereafter, subject to Section 1.68(g), such Partnership Percentages shall be adjusted only to reflect a disproportionate Capital Contribution by one or more Partners or a disproportionate distribution to one or more Partners, with disproportion being determined in accordance with Sections 4.2(a) and 4.5(b), except as set forth in Section 1.68(f).

  • Partnership Interest means an ownership interest in the Partnership held by either a Limited Partner or the General Partner 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.

  • MLP has the meaning given such term in the introduction to this Agreement.

  • MLP Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the MLP, as amended or restated from time to time.

  • Operating Partnership Agreement means the Fifth Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as it may be amended, supplemented or restated from time to time.

  • Derivative Partnership Interests means any options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative securities relating to, convertible into or exchangeable for Partnership Interests.

  • Partnership has the meaning set forth in the Preamble.

  • Partnership Group Member means any member of the Partnership Group.

  • Partnership Unit means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder. The allocation of Partnership Units among the Partners shall be as set forth on Exhibit A, as may be amended from time to time.

  • Partnership Assets means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned by any Pledgor or represented by any Partnership Interest.

  • Borrower Partnership Agreement means the Limited Partnership Agreement of the Borrower dated as of January 17, 2014 as such agreement may be amended, restated, modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10.

  • 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.

  • Partnership Unit Designation shall have the meaning set forth in Section 4.2.A hereof.

  • General partnership means an organization formed under chapters 45-13 through 45-21.

  • Partnership Interests shall have the meaning specified in Section 6.3 [Subsidiaries].

  • Partnership Agreements means the partnership agreements together with all agreements, certificates and other documents provided to and approved by Lender and which govern the existence, operation and ownership of the Partnerships.

  • Common Unitholder means a Member who is the registered holder of Common Units.