2.115 Subsidiary means, with respect to any Person,
any corporation or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.
2.116 Substitute Partner means any Person (a) to whom a Limited Partner (or assignee thereof)
Transfers all or any part of its interest in the Partnership, and (b) which has been admitted to the Partnership as a Substitute Partner pursuant to Section 7.6.
2.117 Target Balance is defined in Section 5.2.10.
2.118 Tax Distribution is defined in Section 4.2.1
2.119 Tax Items is defined in Section 5.3.1.
2.120 Tax Receivable Agreements means the Tax Receivable Agreement (Exchanges) and the Tax Receivable
Agreement (Reorganizations), in each case effective on or about the date hereof, among SSG, the Partnership and the other parties thereto, as the same may be amended, modified, supplemented or restated from time to time.
2.121 Tax Representative means, as applicable, (a) the Partner or other Person (including the
Partnership) designated as the partnership representative of the Partnership under Code section 6223, (b) the Partner designated as the tax matters partner for the Partnership under Code section 6231(a)(7) (as in effect
before 2018 and before amendment by Title XI of the Bipartisan Budget Act of 2015, H.R. 1314, Public Law No. 114-74), and/or (c) the Partner or other Person serving in a similar capacity under any
similar provisions of state, local or non-U.S. Laws, in each case, acting solely at the direction of the General Partner to the maximum extent permitted under applicable Law.
2.122 Termination means, with respect to an Active Partner of the Partnership or, with respect to
Section 7.8.2(e) only, any Class C Limited Partner or Class D Limited Partner, such partner ceasing to provide substantive services to the SSG Group for any reason, including, without limitation, as a result of resignation,
termination (whether or not for Cause), or Retirement. Terminate and Terminated shall have a correlative meaning.
2.123 Termination Date means, with respect to any Active Partner, the date of the Termination Event
with respect to such Active Partner.
2.124 Termination Event means, with respect to any Active
Partner, the first to occur of: (a) the termination of the Partnership, or (b) such Active Partners Termination.
2.125 Termination Without Cause means, with respect to an Active Partner, the conclusion of such
persons status as an Active Partner as a result of involuntary termination other than for Cause.
2.126 Transfer, including correlative terms, means, with respect to any Limited Partner or Assignee,
any sale, conveyance, exchange, assignment, pledge, encumbrance, gift, bequest, hypothecation or other transfer or disposition by any other means, of any or all of such Limited Partners Units (or an Assignees economic interest in the
Partnership), whether for value or no value and whether directly or indirectly, voluntary or involuntary (including, without limitation, by operation of law), or an agreement to do any of the foregoing.
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