Subject Partner definition

Subject Partner has the meaning set forth in Section 4.1(d)(iv)(A).

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Subject Partner has the meaning specified in Section 5.4 hereof.

Subject Partner means, (i) for the purposes of Section 4.9, each Partner that is not a Delinquent Partner at the time that a Sale Notice is issued pursuant to Section 4.9(b) or at any time prior to the Preemptive Rights Closing following such issuance and (ii) for the purposes of Section 6.12, each Partner that is not a Delinquent Partner at the time that a Participation Rights Notice is issued pursuant to Section 6.12(b) or at any time prior to the Participation Rights Closing following such issuance.

Examples of Subject Partner in a sentence

• For purposes hereof, the “victorious” party shall be the Partnership if the Holdback Percentage ultimately determined by the arbitrator is closer to the percentage determined in the second Holdback Vote than it is to the prevailing Holdback Percentage for the Subject Partner’s Partner Category; otherwise, the Subject Partner shall be the “victorious” party.

• For purposes hereof, the “victorious” party shall be the Partnership, if the Holdback Percentage ultimately determined by the arbitrator is closer to the percentage determined in the second Holdback Vote than it is to the prevailing Holdback Percentage for the Subject Partner’s Partner Category; otherwise, the Subject Partner shall be the “victorious” party.

• Each Subject Partner that submits the decision of the Partnership pursuant to the second Holdback Vote to arbitration and the Partnership shall estimate their reasonably projected out-of-pocket expenses relating thereto, and each such party shall, to the satisfaction of the arbitrator and prior to any determination being made by the arbitrator, pay the total of such estimated expenses (i.e., both the Subject Partner’s and the Partnership’s expenses) into an escrow account.

• No Subject Partner Company is in violation of its Charter Documents or Bylaws.

• Except as disclosed in Section 4.7 of Partner Company Disclosure Schedule, no Subject Partner Company has been, within such period of time, a Subsidiary or division of another person or a part of an acquisition which was later rescinded.

• Each Subject Partner Company has conducted and is conducting its business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable federal, state, local and foreign statutes, ordinances, Permits, variances, rules and regulations, including all such Permits set forth in Section 4.12 of Partner Company Disclosure Schedule, and is not in material violation of or default under any of the foregoing.

• Such insurance policies evidence all of the insurance that any Subject Partner Company is required to carry pursuant to any of its contracts and other agreements and pursuant to all applicable laws.

• Each Subject Partner Company is in compliance with and has not breached any term of any intellectual property or proprietary right license to which it is a party in any material respect.

• No Subject Partner Company has licensed any of the Subject Partner Company Proprietary Assets to any person other than in the ordinary course of business (including licenses under customer contracts) as disclosed in Section 4.18(e) of Partner Company Disclosure Schedule.

• Section 4.1 of Partner Company Disclosure Schedule sets forth: (i) the type of legal organization of each Subject Partner Company, (ii) the jurisdiction in which each Subject Partner Company is incorporated or formed and (iii) a list of all jurisdictions in which each Subject Partner Company is authorized or qualified to do business.