Prior Partnership definition
Examples of Prior Partnership in a sentence
All Partnership profits, losses, and distributive shares of tax items accruing prior to the date of this Agreement shall be allocated in accordance with, and the respective rights and obligations of the Partners with respect to the period prior to the date of this Agreement shall be governed by, the Prior Partnership Agreement.
The Original Partnership Agreement was amended and restated as of January 28, 1994 (such amended and restated partnership agreement, the "Prior Partnership Agreement").
In accordance with the foregoing, the Company shall use the U.S. employer identification number used by the Prior Partnership immediately prior to the Transactions.
The Members and the Company have agreed to treat the Company as a continuation of the Prior Partnership for U.S. federal (and applicable state and local) income tax purposes and to take no position inconsistent therewith except to the extent required by Law.
In accordance with Section 11.1 of the Prior Partnership Agreement, the Former GP assigned and transferred certain assets and liabilities, including all of its GP Units, to the General Partner pursuant to a Contribution, Assignment and Assumption Agreement dated December 15, 2004.
The General Partner accepted the transfer of those certain assets and liabilities and the GP Units, and became the general partner of Buckeye Partners, L.P. The Partners continued Buckeye Partners, L.P. without dissolution and amended and restated the Prior Partnership Agreement (as amended and restated, the “2004 Agreement”).
The parties hereto do hereby continue the Company as the successor by conversion of the Prior Partnership and as a Delaware limited liability company pursuant to the Delaware Limited Liability Company Act (the “Act”), upon the terms and conditions herein set forth.
For purposes of this Agreement, amounts contributed on or after January 1, 1996 pursuant to Section 2.3 of the Prior Partnership Agreement shall be deemed to be Additional Capital Contributions made pursuant to an Additional Contribution Notice under this Section 2.3(b)(i).
The Original Capital Contribution of each Partner consists of the contributions of cash and Property made by such Partner pursuant to the terms of the Prior Partnership Agreement prior to January 1, 1996.
In accordance with Section 10.1 of the Prior Partnership Agreement, the Former GP has assigned and transferred certain assets and liabilities, including all of its general partner interest in the partnership, to the General Partner pursuant to an Assignment and Assumption Agreement dated as of the date of this Agreement.