Transferor Partner definition

Transferor Partner means any Partner who gives notice of intent to Transfer pursuant to Section 9.4 hereof.
Sample 1Sample 2Sample 3
Transferor Partner shall have the meaning set forth in the recitals hereof.
Sample 1Sample 2Sample 3
Transferor Partner any Partner desiring to Transfer its Partnership Interest or any portion thereof pursuant to the provisions of Article Ten of the Partnership Agreement.
Sample 1Sample 2

Examples of Transferor Partner in a sentence

  • Except as disclosed on Schedule 5.34, such Transferor Partner owns and holds the Transferor Partnership Interests set forth opposite its name on Schedule I beneficially and of record free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party.

  • Such Transferor Partner has received all Exhibits and Schedules described herein as attached hereto.

  • Except as provided in this Agreement and the Transferor Partnership Agreement, no right (contingent or otherwise) to purchase or acquire the Transferor Partnership Interests held by such Transferor Partner is authorized or outstanding.

  • Each Transferor Partner hereby acknowledge and agrees that a portion of the amount due to such Transferor Partner will be used to pay the fees and expenses attributable to the transaction contemplated by this Agreement, which fees and expenses are the several obligations of the Transferor Partners pursuant to the terms of this Agreement.

  • Except as disclosed on Schedule 5.10 or in the Transferor Partnership's fiscal 1996 audited financial statements, no Transferor Partner, nor any affiliate of any Transferor Partner nor any employee of the Transferor Partnership is presently indebted to the Transferor Partnership for borrowed money and the Transferor Partnership is not presently indebted for borrowed money to any of the foregoing persons.

  • Except as set forth on Schedule 5.04, no Transferor Partner is in default with respect to any capital contribution required to be paid by him or it pursuant to the Transferor Partnership Agreement.

  • Each Transferor Partner and the Transferor Partnership hereby agrees that the fees and expenses attributable to this transaction will be divided into two categories: (i) those fees which can be specifically allocated to the Transferor Partnership due to said fees solely benefiting it ("Direct Costs") and (ii) those fees which cannot be so allocated ("Indirect Costs").

  • In the event that any Transferor Partner would be entitled to a fractional BRI Partnership Unit, the number of BRI Partnership Units shall be rounded up or down, as the case may be, to the nearest whole BRI Partnership Unit.

  • In addition, if pursuant to Section 12, the BRI Partnership owes any amounts to the Transferor Partners as a result of prorations and apportionments (the "BRI Additional Payment"), at Closing, the BRI Partnership shall pay the BRI Additional Payment to the Transferor Agent in accordance with the election made by each Transferor Partner pursuant to Section 12.04.

  • The final Transferor Allocation Schedule (as defined in Section 12.01) shall be prepared by the Transferor Agent based upon the Preliminary Transferor Allocation Schedule and shall be delivered to the BRI Partnership prior to Closing in accordance with the provisions of Section 12.01 hereof, together with an investor questionnaire in the form attached hereto as Exhibit 5 (the "BRI Questionnaire") for each Transferor Partner.

Related to Transferor Partner

  • Transferor Company means a company that conveys an interest in shares.

  • Transferor Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.

  • 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.

  • Selling Partner has the meaning set forth in Section 8.5.

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

  • Transferors means the entities acting as Transferors under the Pooling and Servicing Agreement.

  • Economic Interest Owner means the owner of an Economic Interest who is not a Member.

  • Affiliate Member means an individual who is an umpire, referee, coach or other official who is associated with the Association but who is not an Individual Member.

  • Individual Member means a registered, financial Member of the Club who is at least 18 years of age.

  • Limited Partner means any Person named as a Limited Partner on Exhibit A attached hereto, and any Person who becomes a Substitute Limited Partner, in such Person’s capacity as a Limited Partner in the Partnership.

  • Transferor Letter As defined in Section 5.03(n).

  • Interest Holder means any Person who holds an Interest, whether as a Member or as an unadmitted assignee of a Member.

  • Contributing Partner means each Partner contributing (or deemed to have contributed on termination and reconstitution of the Partnership pursuant to Section 708 of the Code or otherwise) a Contributed Property.

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

  • 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.

  • Transferor Certificate As defined in Section 5.02(b).

  • Unitholder means a person holding units in the scheme of the Mutual Fund.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Limited Partner Interest means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited 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 Common Units, Partnership Preferred Units or other Partnership Units.

  • Permit Holder means the Person to whom a Building Permit has been issued.

  • Redeeming Partner has the meaning set forth in Section 8.6.A.

  • Former Partner means (i) with respect to a Partner that is a trust, a Partner that has ceased to be a Qualified Trust, and has become a Former Partner, pursuant to the terms of Section 1.78; (ii) with respect to a Partner that is an Entity, a Partner that has ceased to be a Qualified Entity, and has become a Former Partner, pursuant to the terms of Section 1.18; (iii) a Partner that has become a Bankrupt Partner and a Former Partner, pursuant to the terms of Section 1.7; (iv) a Partner that has become a Pledgor Partner and a Former Partner, pursuant to the terms of Section 1.74; and (v) a Partner that ceases to be a Participating Stockholder with respect to the Class B Shares of each Company in which the Partnership owns Class B Shares.

  • Faculty Member means any person hired by the college or District to conduct classroom or teaching activities or who is otherwise considered by the college to be a member of faculty.