Partnership Liabilities definition

Partnership Liabilities means all liabilities or obligations of any nature, whether accrued, contingent or otherwise, of the Partnership.
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Partnership Liabilities means liabilities, determined in accordance with Luxembourg GAAP, applied on a consistent basis, and will include estimates of accrued expenses, including the Investment Management Fees, and, as the General Partner may deem advisable, reserves for commitments and contingencies and other expenses of the Partnership including those set forth in Section 6.
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Partnership Liabilities shall have the meaning set forth in Section 2.4.
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Examples of Partnership Liabilities in a sentence

  • The Partnership shall cooperate with each Limited Partner to facilitate the Incurrence by such Limited Partner with respect to Partnership Liabilities or liabilities of any Subsidiary Partnerships in such a way that the Incurrence has the least amount of real economic risk to such Limited Partner and provided that the Incurrence does not have a material adverse impact on any other Partner in the Partnership or any such Partner's Affiliates.

  • The Partnership shall cooperate with each Limited Partner to facilitate the Incurrence by such Limited Partner with respect to Partnership Liabilities or liabilities of any Subsidiary Partnerships in such a way that the Incurrence has the least amount of real economic risk to such Limited Partner and provided that the Incurrence does not have a material adverse impact on any other Partner in the Partnership or any such Partner’s Affiliates.

  • All of the foregoing obligations are herein referred to as the "Partnership Liabilities".

  • Generally, a Limited Partner's adjusted tax basis with respect to an Interest equals its cost increased by the amount of income and the amount of Partnership Liabilities (as determined under Code Section 752) allocated to the Interest and decreased by (i) any distributions made with respect to the Interest, (ii) the amount of deductions or losses allocated to the Interest and (iii) any decrease in the amount of Partnership Liabilities (as determined under Code Section 752) allocated to the Interest.

  • Subject to the terms and conditions of this Agreement, on the Crown Partnership Distribution Closing Date, Crown shall assume the Crown Proportionate Interest in the Crown Partnership Liabilities.

  • The Partners agree to cooperate in good faith to minimize the amount of income, if any, recognized by any of them and/or by the Partnership as a result of any actual or deemed distribution of Partnership Assets or allocation of Partnership Liabilities in connection with the Dissolution Procedure, including, without limitation, pursuant to an agreement similar to that described in Treas.

  • All other identifiable and ascertainable Partnership Liabilities that have accrued prior to Closing, including payments due or owing under any Contracts and any fees as to which periodic payments are made for applicable licenses and Permits, if any, shall be prorated as of the Closing Proration Time.

  • Accordingly, the adjusted tax basis of each Unitholder's interest in the Partnership, which includes a Unitholder's share of Partnership Liabilities, will be reduced to reflect each Unitholder's share of such deemed distribution.

  • Subject to the terms and conditions of this Agreement, (a) the Sellers shall sell, transfer, assign and convey to the Buyer, and the Buyer shall purchase and acquire from the Sellers, on the Closing Dates, all of the Partnership Interests and (b) Buyer shall assume the Assumed Partnership Liabilities.

  • In addition, at the end of each Fiscal Year, there shall be credited to each Capital Account each Partner's distributive share of Profits and the amount of any Partnership Liabilities assumed by such Partner or which are secured by any property of the Partnership distributed to such Partner (but only to the extent such liabilities are to be credited pursuant to such Treasury Regulations), and there shall be debited the Partner's distributive share of all Partnership Losses and all distributions made to it.


More Definitions of Partnership Liabilities

Partnership Liabilities means liabilities determined in accordance with GAAP applied on a consistent basis, and shall include estimates of accrued expenses.
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Partnership Liabilities means the Partnership's total current and long-term liabilities (on an undiscounted basis) on the Partnership Closing Balance Sheet including any deferred rent on the Partnership Closing Balance Sheet. Current liabilities shall include accruals for fees, expenses or compensation payable as a result of the Acquisition.
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Partnership Liabilities means the aggregate amount of all such parts of Advances that are received by and used by or for the benefit of such Participating Partnership.
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Partnership Liabilities. All debts, liabilities, and other obligations of the Partnership.
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Partnership Liabilities means (without duplication): (1) all Liabilities of Partnership and its Subsidiaries other than Assumed Liabilities; (2) all other Liabilities that are expressly stated in this Agreement or any Ancillary Agreement as Liabilities to be retained or assumed by Partnership or any other Partnership Group member; and (3) all agreements and obligations of any Partnership Group member under this Agreement or any of the Ancillary Agreements.
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Partnership Liabilities means (without duplication) the following Liabilities (other than those Liabilities constituting Excluded Liabilities):
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Related to Partnership Liabilities

  • Partnership Loan has the meaning provided in Section 5.2(c) hereof.

  • Look-Through Ownership Limit means, for any Look-Through Entity, a number of the Outstanding shares of Class B Preferred Stock of the Corporation having an Aggregate Value not in excess of the excess of (x) 15% of the Aggregate Value of all Outstanding shares of Equity Stock over (y) by the Aggregate Value of all shares of Equity Stock other than Class B Preferred Stock that are Beneficially Owned by the Look-Through Entity.

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Ownership Limit means, for any Person other than the Initial Holder or a Look-Through Entity, a number of the Outstanding shares of Class C Preferred Stock of the Corporation having an Aggregate Value not in excess of the excess of (x) 8.7% of the Aggregate Value of all Outstanding shares of Equity Stock over (y) the Aggregate Value of all shares of Equity Stock other than Class C Preferred Stock that are Beneficially Owned by the Person.

  • Aggregate Share Ownership Limit means not more than 9.8% in value of the aggregate of the outstanding Shares and not more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of Shares.

  • Partnership Percentage means the percentage share of each Partner in the Net Income or Net Loss of the Partnership. The Partners’ initial Partnership Percentages shall be proportionate to the Partners’ initial Capital Contributions to the Partnership. Thereafter, subject to Section 1.68(g), such Partnership Percentages shall be adjusted only to reflect a disproportionate Capital Contribution by one or more Partners or a disproportionate distribution to one or more Partners, with disproportion being determined in accordance with Sections 4.2(a) and 4.5(b), except as set forth in Section 1.68(f).

  • Nonrecourse Liabilities has the meaning set forth in Section 1.704-2(b)(3) of the Regulations.

  • Partnership Minimum Gain has the meaning set forth in Regulations Section 1.704-2(b)(2), and the amount of Partnership Minimum Gain, as well as any net increase or decrease in Partnership Minimum Gain, for a Partnership Year shall be determined in accordance with the rules of Regulations Section 1.704-2(d).

  • Aggregate Stock Ownership Limit means not more than 9.8% in value of the aggregate of the outstanding shares of Equity Stock. The value of the outstanding shares of Equity Stock shall be determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes hereof.

  • Ownership Limitation shall have the meaning set forth in Section 2.01(c)(i).

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Common Share Ownership Limit means not more than 9.8 percent (in value or in number of shares, whichever is more restrictive) of the aggregate of the Outstanding Common Shares, or such other percentage determined by the Manager in accordance with Section 13.9.

  • Beneficial Ownership Limitation shall have the meaning set forth in Section 4(d).

  • Common Stock Ownership Limit means not more than 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Common Stock of the Company. The number and value of outstanding shares of Common Stock of the Company shall be determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes hereof.

  • Recourse Liabilities means the amount of liabilities owed by the Partnership (other than Nonrecourse Liabilities and liabilities to which Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-(2)(i) of the Regulations).

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Partnership Interest means an ownership interest in the Partnership held by either a Limited Partner or the General Partner 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.

  • Aggregate Ownership Limit means not more than 9.8 percent (in value or in number of shares, whichever is more restrictive) of the aggregate of the Outstanding Shares, or such other percentage determined by the Manager in accordance with Section 13.9.

  • Partner Minimum Gain means an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i)(3).

  • General Partner Interest means the ownership interest of the General Partner in the Partnership (in its capacity as a general partner) and includes any and all benefits to which the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement.

  • Nonrecourse Liability has the meaning set forth in Regulations Section 1.752-1(a)(2).

  • Virginia venture capital account means an investment fund that has been certified by the

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Stated Liabilities means the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently applied.