Limited Partner Representative definition

Limited Partner Representative has the meaning set forth in Section 7.05 hereof
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Limited Partner Representative shall have the meaning set forth in Section 10.6 hereof.
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Limited Partner Representative means, with respect to any Limited Partner, the representative appointed by such Limited Partner pursuant to the first sentence of Section 7.12 or, if none, such Limited Partner.
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Examples of Limited Partner Representative in a sentence

  • The duties of the Limited Partner Representative will include: (a) consideration of any approvals sought by the General Partner pursuant to the terms of this Agreement; (b) review and advise the General Partner regarding matters involving conflicts of interest submitted to it by the General Partner; and (c) render such other advice and counsel as is requested by the General Partner in connection with the Partnership’s investments and other Partnership matters.

  • RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS 49 Section 10.1. No Participation in Management 49 Section 10.2. Bankruptcy of a Limited Partner 49 Section 10.3. No Withdrawal 50 Section 10.4. Conflicts 50 Section 10.5. Provision of Information 50 Section 10.6. Limited Partner Representative 52 Section 10.7. Power of Attorney 52 (ii) ARTICLE XI.

  • Notwithstanding anything herein to the contrary, any consent, approval or other determination to be made by the Limited Partner Representative under this Agreement may instead be made by an affirmative vote of a Majority in Interest of the Limited Partners on such consent, approval or other determination.

  • The Partnership will reimburse the Limited Partner Representative for his or her reasonable out-of-pocket expenses.

  • If an action requires the Limited Partner Representative’s consent or approval, such consent or approval shall be deemed as obtained in compliance with this Agreement if the Limited Partner Representative ratifies such action after its occurrence.

  • During any such extension periods, the General Partner shall use its reasonable efforts to convert the Partnership’s Non-marketable Securities into Marketable Securities or cash, and all Securities that become Marketable Securities during such period or periods shall be promptly distributed by the Partnership; provided, that the Limited Partner Representative must approve the value of any such Marketable Securities to be so distributed prior to their distribution.

  • Any appointment of a Limited Partner Representative made hereunder shall remain effective until rescinded in a writing delivered to the General Partner via certified mail, registered overnight express mail or telecopy, and the General Partner shall have the right and authority to rely (and shall be fully protected in so doing) on the actions taken and directions given by such Limited Partner Representative, without any further evidence of their authority or further action by the Limited Partners.

  • The General Partner will appoint a representative of the Limited Partners (the “Limited Partner Representative”) selected from among the five (5) Limited Partners with the largest Capital Commitments to the Partnership; provided, however, that any Limited Partner that is an Affiliate of the General Partner, the Management Company, any Managing Director or any of their respective members, employees or Affiliates may not be appointed to be a Limited Partner Representative.

  • All actions, consents or approvals of the Limited Partner Representative may be carried out by telephone, facsimile or electronic mail or other means reasonably acceptable to the General Partner.

  • The Initial Limited Partner is hereby appointed as the “Limited Partner Representative.” A Majority-in-Interest of the Limited Partners shall have the right, at any time, within their sole discretion, to replace the Limited Partner Representative, or to appoint a temporary substitute to act for a Limited Partner Representative unable to act.


More Definitions of Limited Partner Representative

Limited Partner Representative means, (i) in the case of each Limited Partner (other than CalPERS and the Mubadala Investors), initially, TCG Carlyle Global Partners L.L.C., a Delaware limited liability company, and thereafter, that Limited Partner or committee of Limited Partners determined from time to time by a plurality vote of the Limited Partners (other than CalPERS and the Mubadala Investors) ratably in accordance with their right to receive Early Termination Payments hereunder if all Limited Partners had fully Exchanged their Carlyle Holdings Partnership Units for Common Units and each Corporate Holdco had exercised its right of early termination on the date of the most recent Exchange; (ii) in the case of CalPERS, CalPERS; and (iii) in the case of the Mubadala Investors, initially, Five Overseas Investment L.L.C., a United Arab Emirates limited liability company registered in the Emirate of Abu Dhabi, and thereafter, that Limited Partner or committee of Limited Partners determined from time to time by a plurality vote of the Mubadala Investors ratably in accordance with their right to receive Early Termination Payments hereunder if all Limited Partners had fully Exchanged their Carlyle Holdings Partnership Units for Common Units and each Corporate Holdco had exercised its right of early termination on the date of the most recent Exchange.
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Limited Partner Representative means the Limited Partner that is selected by a Majority-in-Interest of the Limited Partners from time to time to act as the Limited Partner Representative hereunder. The initial Limited Partner Representative shall be Xxxxx X. Xxxxxxxx. All obligations of the General Partner or the Partnership set forth herein to deliver documents and other items to the Limited Partners shall be deemed satisfied if such documents and other items are delivered to the Limited Partner Representative.
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Limited Partner Representative means, (i) in the case of each Limited Partner (other than CalPERS and the Mubadala Investors), initially, TCG Carlyle Global Partners L.L.C., a Delaware limited liability company, and thereafter, that Limited Partner or committee of Limited Partners determined from time to time by a plurality vote of the Limited Partners (other than CalPERS and the Mubadala Investors) ratably in accordance with their right to receive Early Termination Payments hereunder if all Limited Partners had fully Exchanged their Carlyle Holdings Partnership Units for Common Units and each Corporate Holdco had
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Limited Partner Representative means, with respect to any Limited Partner, the representative appointed by such Limited Partner pursuant to the first sentence of Section 7.12 or, if none, such Limited Partner. "Limited Partners" shall mean (i) those Persons listed under the heading "Limited Partners" on Exhibit A hereto in their respective capacities as limited partners of the Partnership, their permitted successors and assigns and (ii) all Additional Partners and Substituted Limited Partners. "Liquidation Transaction" shall mean any sale of assets of the Partnership in contemplation of, or in connection with, the liquidation of the Partnership. "Liquidating Trustee" shall mean the General Partner or, if the General Partner is unable or unwilling to serve in such capacity, such other individual or Entity which, with the Consent of the Limited Partners or otherwise under the Act, shall be charged with winding up the Partnership. "L-SCUs" shall have the meaning set forth in Exhibit J.
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Related to Limited Partner Representative

  • Partnership Representative has the meaning set forth in Section 5.2(a).

  • Managing Partner means KKR Management LLC, a Delaware limited liability company.

  • Limited Partner means, prior to the admission of the first Additional Limited Partner to the Partnership, the Initial Limited Partner, and thereafter any Person named as a Limited Partner in Exhibit A, as such Exhibit may be amended from time to time, upon the execution and delivery by such Person of an additional limited partner signature page, or any Substituted Limited Partner or Additional Limited Partner, in such Person’s capacity as a Limited Partner of the Partnership.

  • Managing Member means CEF Equipment Holding, L.L.C., a Delaware limited liability company or any successor Managing Member under the Issuer Limited Liability Company Agreement.

  • Limited Partners means all such Persons.

  • General Partner has the meaning set forth in the Preamble.

  • Member Representative means an individual who can make OHP-related decisions for a member who is not able to make such decisions themselves.

  • Managing General Partner means the managing general partner of the Merging Entity where such Merging Entity is a limited partnership.

  • Substituted Limited Partner means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4.

  • Investor Limited Partner means any Limited Partner so designated at the time of its admission as a partner of the Partnership.

  • Non-Managing Member means any Member other than the Managing Member (except to the extent the Managing Member holds Non-Managing Member Units).

  • Owner Representative means that Person or Persons designated by Owner in a written notice to Contractor who shall have complete authority to act on behalf of Owner on all matters pertaining to the Work, including giving instructions and making changes in the Work. The Owner Representative as of the Contract Date is designated in Section 4.9.

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • General Partner Loan shall have the meaning set forth in Section 4.3.B.

  • Lead Partner means the lead partner of a joint venture, as described in Sub-Clause

  • Departing Partner means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant to Section 11.1 or 11.2.

  • General Partners means all such Persons.

  • Majority in Interest of the Limited Partners means Limited Partners (other than the General Partner and any Limited Partner 50% or more of whose equity is owned, directly or indirectly, by the General Partner) holding Percentage Interests that in the aggregate are greater than fifty percent (50%) of the aggregate Percentage Interests of all Limited Partners (other than the General Partner and any Limited Partner 50% or more of whose equity is owned, directly or indirectly, by the General Partner).

  • Dating partner means any person involved in an intimate association with another individual that is primarily characterized by the expectation of affectionate involvement, whether casual, serious, or long-term.

  • Departing General Partner means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant to Section 11.1 or Section 11.2.

  • Shareholder Representative has the meaning set forth in the preamble.

  • Limited Partner Interest means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled, as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Partnership Units (other than GP Units).

  • Shareholders’ Representative has the meaning set forth in the Preamble.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act.

  • Hosting Partners means companies who entered into an agreement with CIPC in the areas of application management; application hosting, application service provision, and marketplace hosting are incorporated in this category.

  • General Partner Unit means a fractional part of the General Partner Interest having the rights and obligations specified with respect to the General Partner Interest. A General Partner Unit is not a Unit.