Consent of the Limited Partners means the Consent of a Majority in Interest of the Limited Partners, which Consent shall be obtained prior to the taking of any action for which it is required by this Agreement and may be given or withheld by a Majority in Interest of the Limited Partners, unless otherwise expressly provided herein, in their sole and absolute discretion.
Existing LLC Agreement is defined in the recitals to this Agreement.
Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.
Original Partnership Agreement has the meaning set forth in the recitals to this Agreement.
Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.
Limited Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of March 9, 2004, as amended from time to time.
LATA has the meaning given to the term in the Act.
Majority in Interest of the Limited Partners means Limited Partners holding in the aggregate Percentage Interests that are greater than fifty percent (50%) of the aggregate Percentage Interests of all Limited Partners.
MLP Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the MLP, as amended or restated from time to time.
Operating Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as it may be amended, supplemented or restated from time to time.
Plan of Merger has the meaning set forth in Section 2.2.
CarMax Auto means CarMax Auto Superstores, Inc., a Virginia corporation. “CarMax, Inc.” shall mean CarMax, Inc., a Virginia corporation.
Original LLC Agreement has the meaning set forth in the Recitals.
Sale of the Company means the sale of the Company to an Independent Third Party or affiliated group of Independent Third Parties pursuant to which such party or parties acquire (i) capital stock of the Company possessing the voting power to elect a majority of the Company's board of directors (whether by merger, consolidation or sale or transfer of the Company's capital stock) or (ii) all or substantially all of the Company's assets determined on a consolidated basis.
EXCO means EXCO Resources, Inc., a Texas corporation.
GP means Gottbetter & Partners, LLP.
Purchase and Sale Termination Date has the meaning set forth in Section 1.4 of the Sale Agreement.
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Purchase and Sale Agreement means the Purchase and Sale Agreement, dated as of the Closing Date, among the Servicer, the Originators and the Borrower, as such agreement may be amended, supplemented or otherwise modified from time to time.
Additional Limited Partner means a Person admitted to the Partnership as a Limited Partner pursuant to Section 10.4 and who is shown as such on the books and records of the Partnership.
Asset Purchase Agreement has the meaning set forth in the Recitals.
Company LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 25, 2011, as amended from time to time.
Initial LLC Agreement has the meaning set forth in the recitals to this Agreement.