Inactive Partner definition
Examples of Inactive Partner in a sentence
Following a designation of a Partner as an Inactive Partner and any adjustments to such Inactive Partner’s Carry Percentage pursuant to such Partner’s Carry Agreement, the General Partner shall, without the consent of any Limited Partner, reallocate any reduction in the Carry Percentage of such Inactive Partner to such Partners (including itself) as the General Partner may determine.
In the case of a Limited Partner who is a natural person, such Limited Partner may not be removed as a Limited Partner or be reclassified as an Inactive Partner, except as set forth in this Agreement or in such Limited Partner’s Carry Agreement.
Each Non-Managing Member who was an Inactive Member (as defined in the Company Agreement) immediately prior to the Effective Time shall be deemed an Inactive Partner hereunder, unless Oaktree determines otherwise.
An Inactive Partner shall be a limited partner of the Partnership, but shall, except to the extent that applicable law otherwise requires, have only those rights expressly set forth in this Agreement.
Each Inactive Partner is entitled to become an Active Partner upon compliance with the provisions of Section 8.1 of this Amended Agreement.
Following a designation of a Partner as an Inactive Partner pursuant to Section 8.2 and any adjustments to such Inactive Partner’s Carry Percentage pursuant to such Partner’s Carry Agreement, the General Partner shall, without the consent of any Limited Partner, reallocate any reduction in the Carry Percentage of such Inactive Partner to such Limited Partners as the General Partner may determine in its sole discretion.
If upon any such transfer to a Mojave Transferee, all of the terms and conditions of Section 12 have not been complied with by said Mojave Transferee, then the relevant Partner shall immediately become an Inactive Partner, and the relevant Project shall be immediately disconnected from the Transmission Line, until such time as all of the terms and conditions of Section 12 have been complied with by the Mojave Transferee.
Except as otherwise determined by the General Partner, an Individual Partner shall be deemed to have requested to Voluntarily Withdraw upon such Individual Partner becoming an Inactive Partner.
The Inactive Partner shall remain liable for his share of any losses of the Partnership or contributions to the Partnership as provided herein, and shall be entitled to receive his share of Taxable Income, Tax Losses, and Net Income.
A Partner shall immediately become an Inactive Partner and its Project or the Project of its Partner Affiliate shall be immediately disconnected from the Transmission Line if the Project owned or operated by such Partner or its Partner Affiliate that utilizes the Transmission Line shall cease to be a Qualifying Facility (a "Non-Qualifying Facility").