Partnership Transaction definition

Partnership Transaction collectively, the transactions contemplated by the Transaction Agreement pursuant to which, inter alia, (a) on or before the Effective Date, Holding and its Subsidiaries will effect an internal corporate reorganization by which, among other things, the Borrower and its existing Domestic Subsidiaries under the GPI Credit Agreement shall each effect a statutory conversion into a limited liability company in the respective jurisdiction of their incorporation and which will effect the Parent Reorganization (as defined in the Partnership Transaction Agreement) such that the ownership and form of the Subsidiaries of Holding shall be as set forth in Schedule 5.16, (b) IPC will on or before the Effective Date contribute, convey, assign, transfer and deliver to Intermediate Holding, and Intermediate Holding will receive, acquire and take assignment of, all of IPC’s right, title and interest in and to the Partnership Transaction Transferred Assets, (c) Intermediate Holding will assume, and agree to pay, perform, fulfill and discharge all of the Partnership Transaction Assumed Liabilities, (d) Intermediate Holding will contribute, convey, assign, transfer and deliver to the Company, and the Company will receive, acquire and take assignment of, all of Intermediate Holding’s right, title and interest in and to the Partnership Transaction Transferred Assets, and the Borrower will assume, and agree to pay, perform, fulfill and discharge all of the Partnership Transaction Assumed Liabilities and (e) IPC, GPI Holding III, LLC and a wholly owned indirect Subsidiary of Holding, will enter into an Amended and Restated Limited Liability Company Agreement of Intermediate Holding in the form attached as Exhibit A to the Partnership Transaction Agreement.

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Partnership Transaction has the meaning ascribed to such term in Section 5.25(a).

Partnership Transaction means any sale, transfer or disposition of limited partnership interests of KGS permitted pursuant to Section 6.05(d), any sale, transfer or other disposition of Equity Interests in the General Partner permitted pursuant to Section 6.05(i), any sale, transfer or disposition of general partnership interests of KGS permitted pursuant to Section 6.13 and any issuance of Equity Interests by the General Partner permitted pursuant to Section 6.13.

Examples of Partnership Transaction in a sentence

• The execution and delivery of each of the Transaction Documents (other than this Agreement) by the Partnership Transaction Document Parties party thereto and the consummation of the transactions contemplated thereby have been duly and validly authorized and approved by all requisite partnership or limited liability company action, as the case may be, on the part of each of such Partnership Transaction Document Parties.

• All material actions by or in respect of or filings with any Governmental Entity required for the consummation of the Transactions shall have been obtained or made and the requisite consents of the partners of the Operating Partnership described in Sections 1.4 and 3.1(u) shall have been obtained for either the amendment and restatement of the Operating Partnership Agreement or the Operating Partnership Transaction.

• The Partnership Transaction shall have been consummated not more than ten (10) calendar days prior to the Effective Date.

• The execution, delivery and performance by the Partnership of this Agreement and the Partnership Transaction Documents have been duly authorized by all necessary action by the Partnership.

• Seller and/or its direct and indirect Subsidiaries, as the case may, and to the Knowledge of Seller, the other parties thereto, are each not in material breach of any of their respective obligations under the Cirque Partnership Transaction Documents.

• An Amended and Restated Operating Partnership Agreement substantially in the form appended hereto as Exhibit A (or a merger of the Operating Partnership in the Operating Partnership Transaction, as applicable), a Lock-Up Agreement substantially in the form appended hereto as Exhibit G, and a Registration Rights Agreement substantially in the form appended hereto as Exhibit D shall each have been duly executed and delivered by the parties thereto and shall remain in full force and effect.

• For purposes hereof, the term “partnership consideration” means all upfront cash paid to the Company and its subsidiaries in respect of the Partnership Transaction and related contingent fees, including royalty, milestone, contingent, deferred or other payments as and when received by the Company, whether or not received during the Engagement Period.

• When executed and delivered as contemplated herein, each of the Partnership Transaction Documents shall constitute the legal, valid and binding obligation of the Partnership, enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, reorganization, insolvency, or similar laws affecting creditors' rights generally.

• Without limiting the generality of the foregoing, Seller shall keep Buyer reasonably updated and informed regarding the status of the transactions contemplated by the Cirque Partnership Transaction Documents and any material developments in respect thereof, including any discussions among the parties thereto of the possible termination of any of such documents.

• Operating Partnership shall have delivered all respective instruments of assumption and all other documents listed on Schedule III, as applicable to Operating Partnership, or otherwise required under Section 8.2 (“Operating Partnership Transaction Documents” and collectively with CARC Transaction Documents, “Transaction Documents”).

More Definitions of Partnership Transaction

Partnership Transaction means item (i) contained in the definition of the term "Transaction".

Partnership Transaction shall refer to a transaction substantially in the form of the following: (i) The Company shall contribute its interest in the Charterhouse Entities to one or more newly formed domestic or non-U.S. limited liability entities (the “Charterhouse LLCs”). (ii) The Company shall distribute its interest in the Charterhouse LLCs to STE. (iii) Seller shall cause STE to form a new United States corporation (“Newco”) and to contribute Shares constituting a 1% or less interest in the Company to Newco in exchange for Newco stock. (iv) The Company shall convert to a limited liability company (the “Partnership Converted Entity”) that shall not elect to be treated as a corporation for United States Federal income tax purposes unless the Closing does not occur. Upon Buyer’s reasonable request, Seller shall reasonably cooperate with respect to the conversion of Subsidiaries of the Company into limited liability companies that are treated as entities that are disregarded as separate from the Company for United States federal income tax purposes. (v) Seller shall cause STE to sell to Buyer and Buyer shall purchase from STE all of the stock of Newco and all of the membership interests of the Partnership Converted Entity held by STE for cash in an amount equal to the Purchase Price in a manner consistent (to the extent possible) with the remaining provisions of this Agreement. (vi) If the Partnership Transaction is implemented but does not close, the Charterhouse LLCs shall elect to be treated as corporations for United States federal income tax purposes effective immediately prior to the distribution in Section 5.25(c)(ii), and notwithstanding Section 5.25(c)(iv), the Company shall elect to be treated as a corporation for United States federal income tax purposes effective as of its conversion to a limited liability company.