Permitted GP definition

Permitted GP means any GP of a Permitted MLP; provided that (a) the GP’s sole business is to act as the GP of the applicable Permitted MLP and engage in activities ancillary thereto; (b) such GP owns no assets (other than (i) ownership interests in such Permitted MLP, (ii) temporarily holding assets to be transferred or distributed in connection with a Permitted MLP Transfer or distributions from a Permitted MLP, (iii) current assets sufficient to satisfy its ordinary course operating expenses (including, if applicable, such expenses after it has become a publicly traded company, and other assets necessary for its existence and operation as a public company) or amounts funded to such GP to cover non-budgeted items by the Borrower or any Subsidiary in accordance with Section 9.05(h) and (iv) the reserves referred to in clause (d) below); (c) any GP Equity Issuance shall be at least at Fair Market Value of the Capital Stock subject to such GP Equity Issuance; and (d) such GP is required by its partnership agreement to distribute all cash and cash equivalents that it receives from time to time (including pursuant to any GP Equity Issuance, if applicable) to its partners on the basis of the sharing ratios of the partners of such GP in effect at the time of such distribution, subject to the establishment of such reserves as management of such GP determines are appropriate for general, administrative and operating expenses in the ordinary course of its business and as are prudent to maintain for the proper conduct of its business or to provide for future distributions, in each case in accordance with the terms of the Organizational Documents of the GP; provided that such Organizational Documents are, in the reasonable judgment of the Borrower and the Administrative Agent, in a form that is customary for similar entities whose primary function is to serve as a GP of entities operating as an MLP.

Permitted GP means any general partner of a Permitted MLP.”

Permitted GP means, as to any Permitted MLP or Permitted MLP GP, the GP (a) designated by the Borrower, as provided below, as the “Permitted GP” and the sole business of which is to act as the sole general partner of such Permitted MLP (if such Permitted MLP is a limited partnership) or the sole managing member of such Permitted MLP (if such Permitted MLP is a limited liability company) or the sole general partner of such Permitted MLP GP, as applicable, (b) that is a Wholly Owned Subsidiary of the Borrower or any Guarantor until (solely if such GP is the sole general partner of or sole managing member of such Permitted MLP) such time as a Permitted GP Equity Transfer of Equity Interests therein is effected; (c) that holds no other assets other than (i) Equity Interests (including any incentive distribution rights) in such Permitted MLP or in such Permitted MLP GP (if such Permitted MLP GP is a limited partnership), (ii) solely if such GP is the sole general partner of such Permitted MLP or sole managing member of such Permitted MLP, any Permitted Parent Note, (iii) assets temporarily held for subsequent contribution to such Permitted MLP GP or such Permitted MLP permitted herein or distribution in connection with a Permitted MLP Equity Transfer, Permitted GP Equity Transfer, Extraordinary Distribution or other distribution from a Permitted MLP or a Permitted MLP GP, as applicable, (iv) current assets sufficient to satisfy its ordinary course operating expenses, and (v) reserves as established by management for such GP, which in such management’s determination are appropriate for the administrative and operating expenses in the ordinary course of such GP’s business and as are prudent to maintain for the proper conduct of such GP’s business or to provide for future Extraordinary Distributions or other distributions; and (d) which, except as otherwise permitted herein, is required by its partnership agreement, limited liability company agreement or similar organizational document to distribute all cash that it receives, from time to time, to its partners or holders of its Equity Interests on a pro rata basis, subject to the reserves described in clause (c)(v) above in accordance with the terms of the organizational documents of such GP, provided that such organizational documents are in a form that is customary for similar entities whose primary function is to serve as a general partner or managing member, as applicable, of an entity operating as a MLP, and in each case,...

Examples of Permitted GP in a sentence

• The Borrower shall not make any such designation unless (i) an Investment in such amount would be permitted at such time, whether pursuant to clauses (k) and (m) hereof or otherwise pursuant to this Section 8.4, and (ii) such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary, Permitted MLP or Permitted GP, as applicable.

• For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, Permitted MLP or Permitted GP, all outstanding Investments by the Borrower and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Investments in an amount determined as set forth in the last sentence of the definition of “Investments”.

• For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, Permitted MLP or Permitted GP, all outstanding Investments by the Borrower and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Investments in an amount determined as set forth in the last sentence of the definition of "Investments".

• To the extent that the aggregate amount of Notes and such other Senior Indebtedness tendered pursuant to a MLP Offer is less than the excess Net Proceeds from the Permitted MLP Transfer, Permitted GP Transfer or Extraordinary Distribution, the Company may use any remaining excess Net Proceeds for general corporate purposes, subject to other covenants contained in this Indenture.

• The proceeds of the Revolving Loans made after the Initial Funding Date may be used by Company for working capital and general corporate purposes of Company and its Subsidiaries permitted pursuant to this Agreement, except that such proceeds shall not be used for purposes of any Permitted Management Fee Tail Purchases, any Permitted GP Co-Investments, or any transaction expressly required to be funded with Internally Generated Cash under the terms of this Agreement.

More Definitions of Permitted GP

Permitted GP means any MLP GP as to which a Permitted GP Transfer has occurred, including any successor Person to such MLP GP.