Existing Partnership Agreement definition

Existing Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of February 17, 2011, as amended.

Existing Partnership Agreement means the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of December 21, 2011, as amended by Amendment No. 1 thereto, dated September 27, 2013, as further amended by Amendment No. 2 thereto, dated as of October 7, 2013, as further amended by Amendment No. 3 thereto, dated as of June 17, 2014.

Existing Partnership Agreement has the meaning set forth in the Recitals.

Examples of Existing Partnership Agreement in a sentence

• The approval of this Agreement and the Merger by the holders of at least a majority of the Outstanding (as defined in the Existing Partnership Agreement) Partnership Units, is the only vote or approval of any class or series of securities of the Partnership necessary to adopt this Agreement and to approve the transactions contemplated hereby, including the Merger.

• At the Effective Time, (i) the Partnership Certificate of Limited Partnership will remain unchanged and will be the certificate of limited partnership of the Surviving Entity until duly amended in accordance with applicable Law and (ii) the Existing Partnership Agreement will be the agreement of limited partnership of the Surviving Entity until duly amended in accordance with the terms thereof and applicable Law.

• The Partnership Board has taken all action necessary to render inapplicable to this Agreement, the Support Agreement and the transactions contemplated hereby and thereby, including the Merger, all potentially applicable state anti-takeover statutes or regulations and any similar provisions in the Partnership Certificate of Limited Partnership, the Existing Partnership Agreement or other organizational documents of the Partnership.

• At the Effective Time, (a) by virtue of the Merger, notwithstanding anything to the contrary in the Existing Partnership Agreement, Parent is hereby admitted as the sole limited partner of the Partnership and will hold all limited partner interests in the Partnership, (b) Partnership GP shall continue as the general partner of the Partnership, and (c) the Partnership shall continue without dissolution.

• The effects of the Merger shall be as provided in this Agreement and in the applicable provisions of the Delaware LP Act, the Delaware LLC Act and Section 14.5 of the Existing Partnership Agreement.

More Definitions of Existing Partnership Agreement

Existing Partnership Agreement means the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership dated as of May 11, 2020, as amended.

Existing Partnership Agreement means that certain Eighth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of July 20, 2018, as amended immediately following the entry into this Agreement, on the date hereof in the form provided to Parent, or as permitted by this Agreement.

Existing Partnership Agreement has the meaning assigned to it in Recital A hereof.

Existing Partnership Agreement the Amended and Restated Agreement of Limited Partnership of CERA LP, dated as of November 30, 1994.

Existing Partnership Agreement means the First Amended and Restated Agreement of Limited Partnership of LRR Energy, L.P., dated as of November 16, 2011, as amended from time to time.

Existing Partnership Agreement means the Fourth Amended and Restated Agreement of Limited Partnership of TEPPCO Partners, L.P. dated December 8, 2006, as amended by Amendment No. 1 thereto adopted effective as of December 27, 2007 and Amendment No. 2 thereto dated as of November 6, 2008.

Existing Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of Xxxxxx Energy Partners L.P. dated September 7, 2011.