Non-Operating Partner definition

Non-Operating Partner shall have the meaning given to such term in Section 2.06 of the Partnership Agreement.
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Non-Operating Partner means the other Non-Managing Partner at that time. If a Material Breach Event shall have occurred and not been cured prior to the delivery of the notice of exercise described below, then (if none of the Non-Operating Partner or any of its direct or indirect parent entities is Bankrupt) the Non- Operating Partner shall have the right, upon written notice of the exercise of such right, to become the Operating Partner and, if such written notice is delivered exercising that right, the Operating Partner shall become the Non-Operating Partner. In the event of a Material Breach Event arising out of a Bankruptcy of the Operating Partner or any of its direct or indirect parent entities, prior to exercising its right to become the Operating Partner, the Non-Operating Partner will reasonably evaluate the circumstances surrounding such Bankruptcy, giving consideration to the effect of the Bankruptcy on the Partnership and on the Managing Partner and its ability to perform its obligations as Managing Partner, but will have the right in its sole discretion to elect to become the Operating Partner in accordance with the terms of this Section 2.06(b). The terms of this Section 2.06(b) shall similarly apply to any subsequent Material Breach Event or Events.
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Examples of Non-Operating Partner in a sentence

  • Nothing in this Section 9.12 shall in any way restrict or affect the right of the Partnership to enter into transactions with Affiliates of the Non-Operating Partner.

  • The Non-Operating Partner shall have the right to confer with the Managing Partner regarding the tax matters of the Partnership and the calculation of the allocations pursuant to Article V on a yearly basis or on a more frequent basis as requested by the Non-Operating Partner.

  • The Partnership's income tax returns shall be provided to the Non-Operating Partner in sufficient time for the Non-Operating Partner to confer with the Managing Partner before the time at which such Partnership return must be filed.

  • Nothing in Schedule 9.12 shall in any way restrict or affect the right of the Partnership to enter into transactions with Affiliates of the Non-Operating Partner.