Partner Parent definition

Partner Parent means, with respect to each Partner, the Affiliate of such Partner, if any, with ultimate “control” over such Partner (as such term is used in the definition of “Affiliate”.
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Partner Parent as defined in the Key Terms Agreement. “Partner Agreements” means the Key Terms Agreement, the Prepayment Agreements and the related ancillary agreements, including any guarantee agreement, collateral agreement, security agreement, mortgage, deed of trust, or similar or related agreements, among the Issuer, Partner (or one of its controlled Affiliates) and the other parties party thereto, as each may be amended, restated, replaced, supplemented or otherwise modified from time to time. “Paying Agent” means any Person (including the Issuer acting as Paying Agent) authorized by the Issuer to pay the principal of (and premium, if any) or interest on any Notes on behalf of the Issuer. “Performance References” means the Issuer and/or any one or more of the Guarantors. “Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person. “Permitted Debt” has the meaning specified in Section 10.11 of this Indenture. “Permitted Holders” means each of (a)(i) Thermo and (ii) Partner and their respective Affiliates (including, for the avoidance of doubt, any limited partnership, the general partner of which is owned by a convenience party, such as a trust for the benefit of a charity, such general partner, any trust controlling such general partner, and such convenience party) and (b) any Person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act (or any successor provision)) the members of which include any of the Permitted Holders specified in clause (a) above (a “Permitted Holder Group”); provided that, in the case of any Permitted Holder Group, the Permitted Holders specified in clause (a) above collectively own, directly or indirectly, without giving effect to the existence of such group, Equity Interests having more than 50% of the total voting power of the Voting Stock of the Issuer held by such Permitted Holder Group. “Permitted Investments” means: (1) any Investment in (x) the Issuer or any Guarantor or (y) in a Restricted Subsidiary that is not a Guarantor, in the case of this clause (y) in an aggregate
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Examples of Partner Parent in a sentence

  • Notwithstanding the foregoing, no failure or delay by the Partnership, the General Partner, Parent, Holdings or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder.

  • Notwithstanding the foregoing, the Manager Indemnified Parties shall not be liable to Parent, the Company or any of their respective Subsidiaries, the General Partner, the Parent Board or the Company Board, or the members, managers or partners of the General Partner, Parent, the Company or any of their respective Subsidiaries, for any act or omission by any Manager Indemnified Parties except as provided in Section 11 of this Agreement.

  • In the event that the balance amount carried over does not total more than US$ 250 within six (6) consecutive calendar months, then the amount due will be voided and no longer payable, and IG may terminate this Agreement with no liability whatsoever to the Marketing Partner, Parent- Marketing Partner or the Sub-Marketing Partner.

  • Notwithstanding the foregoing, no failure or delay by the Partnership, the General Partner, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder.

  • Nothing in this Agreement or otherwise shall be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty of the Holders to any of the Member, the General Partner, Parent, the Company or any of their respective Subsidiaries or Affiliates or equity holders thereof.

  • The rights and obligations contemplated by this Agreement are the result of arm’s-length commercial negotiations between the Holders, on the one hand, and the Member, the General Partner, Parent and the Company, on the other hand.

  • Notwithstanding anything in this Agreement to the contrary, none of the Partnership, the General Partner, Parent, Merger Sub, GP Merger Sub, the Surviving Entity, the GP Surviving Entity, the Exchange Agent or any other Person shall be liable to any former holder of Partnership Common Units for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

  • None of the rights, privileges or obligations set forth in, arising under or created by this Agreement may be assigned or transferred by the Member, the General Partner, Parent or the Company without the prior written consent of the Preferred Majority Holder.

  • In connection with such rights and obligations, each of the Holders is acting solely as a principal and not as agent or fiduciary of any of the Member, the General Partner, Parent, the Company or any of their respective Subsidiaries, Affiliates, members of management, equity holders or creditors thereof or any other Person.

  • Each of the Member, the General Partner, Parent and the Company shall cause each of its Affiliates that owns shares of the Common Stock to execute a joinder to this Agreement in the form attached hereto as Exhibit D upon the issuance or transfer of such shares to such Affiliate.