Partnership Unit Holder definition

Partnership Unit Holder means a Person listed in the Register as holding one or more Partnership Units.
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Partnership Unit Holder of partnership units in the Operating Partnership designated as “Class A Units” (“Partnership OP Units”) and/or of any other class of partnership units in the Operating Partnership designated as other than “Class A Units” (“Partnership Preference Units”) shall not hold, and shall not be deemed as holding, any Rights solely by reason of the Partnership Unit Holder holding any Partnership OP Unit or Partnership Preference Unit. On the Distribution Date (or, notwithstanding the immediately preceding sentence, such earlier time as required by the Operating Partnership Agreement), proper provision shall be made by the Company in order to provide each Partnership Unit Holder with the number of Rights, evidenced by Rights Certificates, if any, as would be issued to the applicable Partnership Unit Holder as if (i) the Partnership Unit Holder had exercised its Partnership Unit Redemption Rights with respect to all Partnership OP Units (assuming that all Partnership Preference Units held by the Partnership Unit Holder, to the extent such Partnership Preference Units were so convertible, had been converted into Partnership OP Units in accordance with the terms of such Partnership Preference Units, any term sheets related thereto and the Operating Partnership Agreement) held by the Partnership Unit Holder immediately prior to the Distribution Date and (ii) the Company had elected to satisfy the Partnership Unit Redemption Rights by paying the Partnership Unit Holder the Shares Amount (rather than the Cash Amount) (such Shares Amount to be calculated without giving effect to any issuance, exercise or exchange of any Rights) immediately prior to the Distribution Date pursuant to the terms and conditions of the Operating Partnership Agreement. Each Partnership Unit Holder shall thereafter have all of the rights, privileges, benefits and obligations with respect to the Rights as are provided for herein with respect to holders of Rights. Notwithstanding the foregoing, no Rights (or Rights Certificates evidencing such Rights) shall be provided (x) to any Partnership Unit Holder who is an Acquiring Person or an Associate or Affiliate of an Acquiring Person (including but not limited to becoming an Acquiring Person through the conversion or redemption of Partnership OP Units and/or Partnership Preference Units) or (y) if such Rights have become null and void pursuant to Section 7(e).
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Examples of Partnership Unit Holder in a sentence

  • Neither the Tax Matters Partner nor the Partnership shall be liable for any additional tax, interest or penalties payable by a Partnership Unit Holder or any costs of separate counsel chosen by such Partnership Unit Holder to represent the Partnership Unit Holder with respect to any aspect of such challenge.

  • Such books and records shall be open to the inspection of each Partnership Unit Holder in person or by its duly authorized representatives at such place during regular business hours within a reasonable time after receipt of a written request for such inspection.

  • Any income, gain, loss, or deduction realized as a direct or indirect result of the issuance of Partnership Units or other interests in the Partnership shall be allocated among the Partnership Unit Holders so that, to the extent possible, the net amount of such items, together with all other allocations under the Agreement to each Partnership Unit Holder, shall be equal to the net amount that would have been allocated to each such Partnership Unit Holder if such items had not been realized.

  • The Partnership Unit Holders further agree that no Partnership Unit Holder shall take any action inconsistent with the treatment of the Partnership as a partnership for U.S. federal income tax purposes.

  • Any payment of salary, bonus or taxable fringe benefits made by the Partnership or its Subsidiaries to a Partnership Unit Holder shall be treated as a “guaranteed payment” under Section 707(c) of the Code.

  • No Partnership Unit Holder shall be required, or have the right, to make any additional Capital Contributions or loans to the Partnership which are not specified herein (except as may be required by law).

  • No Partnership Unit Holder shall be paid interest on any Capital Contributions or on such Partnership Unit Holder’s Capital Account.

  • Within 82 days after the end of each Fiscal Year, information necessary (or reasonably requested by a Partnership Unit Holder) as a result of the Partnership Unit Holder’s investment in the Partnership for the preparation by the Partnership Unit Holders of their income tax returns.

  • Any Partnership Unit Holder may change its address by like notice stating its new address to the other Partnership Unit Holders.

  • To the fullest extent permitted by applicable law, nothing contained in this Agreement shall be construed as creating any fiduciary or other duty of a Limited Partner for the benefit of any other Partner, and the Limited Partners, each in its capacity as such, shall have no fiduciary duties to the Partnership, any Partnership Unit Holder or any other Person notwithstanding any other provision in this Agreement, at law (whether common or statutory), in equity or otherwise.