Bonus Responsible Share definition

Bonus Responsible Share with respect to any Partnership Unit Holder means the amount set forth under the column “Bonus Responsible Share” opposite such Partnership Unit Holder’s name on Schedule 6.1 as of the Effective Time less any amount that was applied after the Effective Time to reduce distributions to such Partnership Unit Holder (or such Partnership Unit Holder’s transferee) pursuant to Section 6.1(e) and any Special Make-Whole Amounts returned to the Partnership, provided that a Partnership Unit Holder’s Bonus Responsible Share shall not be less than zero. The transferee of any LP Units (other than the Partnership or the General Partner) shall be allocated the portion of the transferring Partnership Unit Holder’s Bonus Responsible Share, if any, associated with the LP Units transferred. If a Partnership Unit Holder with a Bonus Responsible Share exchanges LP Units pursuant to the Exchange Agreement, the Bonus Responsible Share of such Partnership Unit Holder shall be reduced by the portion of the transferring Partnership Unit Holder’s Bonus Responsible Share associated with the LP Units exchanged. The General Partner’s calculation of each Partnership Unit Holder’s Bonus Responsible Share shall be conclusive and binding upon the Partnership Unit Holders absent manifest error by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner shall have the authority, without the consent of the holders of any other class of Partnership Units, to amend and restate Schedule 6.1 at the Effective Time to reduce each Partnership Unit Holder’s Bonus Responsible Share by the amount its distribution was reduced pursuant to Section 6.1(e)of the Fourth Restated LP Agreement after the date of this Agreement but before the Effective Time. For the avoidance of doubt, no Bonus Responsible Share shall be allocated to the GP Units as of the Effective Time or thereafter.
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Bonus Responsible Share with respect to any Partnership Unit Holder means the amount set forth under the column “Bonus Responsible Share” opposite such Partnership Unit Holder’s name on Schedule 7.1 as of the Effective Time less any amount that was previously applied to reduce distributions to such Partnership Unit Holder (or such Partnership Unit Holder’s transferee) pursuant to Section 7.1(e), provided that a Partner’s Bonus Responsible Share shall not be less than zero. The transferee of any LP Units (other than the General Partner) shall be allocated the portion of the transferring Partnership Unit Holder’s Bonus Responsible Share, if any, associated with the LP Units transferred. If a Partnership Unit Holder with a Bonus Responsible Share exchanges LP Units pursuant to the Exchange Agreement, the Bonus Responsible Share of such Partnership Unit Holder shall be reduced by the portion of the transferring Partnership Unit Holder’s Bonus Responsible Share associated with the LP Units exchanged. The General Partner’s calculation of each Partnership Unit Holder’s Bonus Responsible Share shall be conclusive and binding upon the Partnership Unit Holders absent manifest error by the General Partner. For the avoidance of doubt, no Bonus Responsible Share shall be allocated to the GP Units as of the Effective Time or thereafter.
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Related to Bonus Responsible Share

  • Responsible Person means any person other than the registered owner of an immovable property who is legally responsible for the payment of municipal service charges.

  • Responsible Employee means an Employee (including a contract, temporary, or leased Employee) of the Health FSA Component or of the Employer whose duties (1) require that the Employee have access to PHI for purposes of Payment or Health Care Operations; or (2) make it likely that the Employee will receive or have access to PHI. Persons designated as Responsible Employees are described in Section 10.03. A Responsible Employee shall also include any other Employee (other than a designated Responsible Employee) who creates or receives PHI on behalf of a Health FSA Component, even though the Employee’s duties do not (or are not expected to) include creating or receiving PHI. Responsible Employees are within the Employer’s HIPAA firewall when they perform Health FSA Component functions.

  • Responsible Company means, with respect to any Tax Return, the Company having responsibility for preparing and filing such Tax Return under this Agreement.

  • Responsible Party means a public or private body or any other person which, alone or in conjunction with others, determines the purpose of and means for processing personal information, as defined in POPI.

  • Responsible individual means an individual who is employed by a licensee and has principal managerial authority over the provision of money services by the licensee in this state.

  • Operating Advisor Annual Report As defined in Section 3.29(d)(ii) of this Agreement.

  • Responsible Parties means all Retailers and Customers, including Transmission Load Customers, Distribution Load Customers, DG Customers, MG Customers or agents of the foregoing;

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

  • Phase I Report means, with respect to any Facility, a report that (i) conforms to the ASTM Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, E 1527, (ii) was conducted no more than six months prior to the date such report is required to be delivered hereunder, by one or more environmental consulting firms reasonably satisfactory to Administrative Agent, (iii) includes an assessment of asbestos-containing materials at such Facility, (iv) is accompanied by (a) an estimate of the reasonable worst-case cost of investigating and remediating any Hazardous Materials Activity identified in the Phase I Report as giving rise to an actual or potential material violation of any Environmental Law or as presenting a material risk of giving rise to a material Environmental Claim, and (b) a current compliance audit setting forth an assessment of Holdings’, its Subsidiaries’ and such Facility’s current and past compliance with Environmental Laws and an estimate of the cost of rectifying any non-compliance with current Environmental Laws identified therein and the cost of compliance with reasonably anticipated future Environmental Laws identified therein.

  • Responsible Contractor means a Contractor that has the capability in all material respects to perform the specifications of the Contract. In determining whether a Contractor is a Responsible Contractor, the Agency may consider various factors including, but not limited to, the Contractor’s competence and qualifications to provide the goods or services requested, the Contractor’s integrity and reliability, the past performance of the Contractor and the best interest of the Agency and the State.

  • Responsible Officers of the Trustee hereunder shall mean any vice president, any assistant vice president, any trust officer, any assistant trust officer or any other officer associated with the corporate trust department of the Trustee customarily performing functions similar to those performed by any of the above designated officers, and also means, with respect to a particular corporate trust matter, any other officer of the Trustee to whom such matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

  • Certificate of Continuing Program Compliance means the Certificate to be filed by the Owner with the Administrator, on behalf of the Issuer, and the Trustee pursuant to Section 4(f) hereof, which shall be substantially in the form attached as Exhibit C hereto or in such other comparable form as may be provided by the Issuer to the Owner, or as otherwise approved by the Issuer.

  • Performance Report has the meaning set out in clause 8.2;

  • Reasonable compensation means, with respect to a regularly employed officer or employee of any person, compensation that is consistent with the normal compensation for such officer or employee for work that is not furnished to, not funded by, or not furnished in cooperation with the Federal Government.

  • Cost Estimate means the detailed projected expenditure, including material costs and overhead, equipment costs and overhead, labor costs and overhead, and all taxes associated with each major material and service component, required for a line extension. It shall also separately identify any incremental costs associated with providing premium services. The Company may, for the purpose of standardization, establish standard construction cost estimates, for basic or premium service plans, which shall not exceed, in any event, the average cost of constructing such line extensions in the area involved, in which case the term “cost estimate” as used in this section will be understood to mean the standard estimate thus established.