IMC Partner definition
Examples of IMC Partner in a sentence
If only one of the IMC Partner or the FRP Partner gives the notice referred to in the preceding sentence (the "Buying Partner"), the Buying Partner shall have the right and the obligation to purchase all, but not less than all, of such other Non-Managing Partner's Partnership Interest and the Managing Partner's Partnership Interest at the aggregate Transfer Price therefor.
If both the IMC Partner and the FRP Partner give the notice referred to in the first sentence of this Section 11.02, then the term of the Partnership under Section 11.01 shall automatically be extended for an additional period of twenty (20) years (or such other time period as the IMC Partner and the FRP Partner may mutually agree) on the terms and conditions set forth herein (or on such other terms and conditions as the IMC Partner and the FRP Partner may mutually agree).
If the Appraisal Procedure is required to determine the Transfer Price, the fees and expenses of such Appraisal Procedure shall be shared equally by the IMC Partner and the FRP Partner.
Except as provided in this Section 7.05, neither the IMC Partner nor the FRP Partner shall sell, transfer or otherwise dispose of all or any portion of the capital stock of the Managing Partner.
Any person selected by the IMC Partner or the FRP Partner to serve as an IMC Representative or an FRP Representative shall continue to serve in such capacity until such Partner shall have notified the other Partners in writing of his or her replacement.
In the event of a disagreement between the IMC Partner and the FRP Partner concerning the correct calculation of the allocations pursuant to this Article V, the correct calculation of such allocations shall be treated as a Major Decision and shall be determined by the Policy Committee, the CEOs or the Managing Partner, as the case may be, pursuant to Section 6.07(a) and Section 6.07(b).
The IMC Partner and the FRP Partner shall, within ten (10) days of the date hereof, notify each other in writing of the identity of the IMC Representatives and the FRP Representatives, respectively.
Attendance by any IMC Representative or FRP Representative or any IMC Alternate or FRP Alternate at any meeting of the Policy Committee shall constitute an effective waiver of any required prior notice to the IMC Partner or the FRP Partner, as the case may be, of such meeting.
The Partners acknowledge that due to the changes in the Partners' Current Interests and Capital Interests over time, either the IMC Partner or the FRP Partner could be disproportionately benefited or adversely affected by actions designed to defer or accelerate Partnership revenues, defer or accelerate Partnership expenses or capital expenditures or defer or accelerate Partnership cash flow.
The Tax Matters Partner may request extensions to file any tax return or statement without the consent of, but shall so inform, the IMC Partner (or, with respect to the IMC GPCo Liquidation Period, Operations and IMC GPCo) and the FRP Partner.