The Partnership Interests Sample Clauses

The Partnership Interests. (1) This silent partnership agreement creates 150,000 dated silent partnerships (stille Gesellschaften) (each a "Partnership Interest" and together the "Partnership Interests") between the LLC and the Trust acting on behalf of the investors in the Certificates.
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The Partnership Interests. (a) The Partnership is a limited partnership duly formed under Chapter 17 of Title 6 of the Delaware Code Annotated and is validly existing and in good standing under the laws of the State of Delaware. Except as set forth on Schedule 2.5, the Partnership is duly authorized, qualified and licensed under all applicable laws, regulations, ordinances and orders of public authorities necessary to carry on its business in the places and in the manner as presently conducted.
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The Partnership Interests. As of immediately prior to the Closing, (a) the Seller will have good and valid title to the Partnership Interests, free and clear of all Liens (other than Liens created by the Purchaser or its Affiliates and restrictions on transfers imposed by applicable Law), and will be the record and beneficial owner thereof and will have full and unrestricted ownership thereof (including any restriction on the right to vote, sell or otherwise dispose of the Partnership Interests); (b) the Seller has not sold or otherwise transferred or encumbered or otherwise restricted any or all of the Partnership Interests or any or all of the right, title and interests thereto; and (c) the Partnership Interests constitute the entirety of the Seller’s interest in the Partnership. Assuming the Purchaser has the requisite power and authority to be the lawful owner of the Partnership Interests, upon delivery to the Purchaser of an executed assignment agreement regarding the Partnership Interests, and upon PolyOne’s receipt of an amount of cash equal to the Purchase Price, good and valid title to the applicable Partnership Interests will pass to the Purchaser, free and clear of all Liens (other than Liens created by the Purchaser or its Affiliates (excluding the Partnership) and restrictions on transfers imposed by applicable Law), and the Purchaser will become the record and beneficial owner thereof and will have full and unrestricted ownership thereof. The Partnership Interests are not subject to any voting trust agreement or other Contract (other than the Partnership Agreement), including any Contract restricting or otherwise relating to the voting, dividend rights or disposition of the Partnership Interests.
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The Partnership Interests. (a) The PSHS Seller has a 37.5% partnership interest in the Partnership as the general partner; the Katzell Seller has an 18.75% partnership interest in the Partnership as a limited partner; the Xxxxxx Seller has an 18.75% partnership interest in the Partnership as a limited partner; and the PBSA Seller has a 25% partnership interest in the Partnership as a limited partner (collectively, the “Issued and Outstanding Partnership Interests”). Except for the Issued and Outstanding Partnership Interests, there are no units, partner interests or other equity securities of the Partnership issued, reserved for issuance or outstanding. The Issued and Outstanding Partnership Interests are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under the Florida Revised Uniform Limited Partnership Act, the certificate of limited partnership or limited partnership agreement of the Partnership or any Contract to which the Partnership is a party or otherwise bound. There are not any bonds, debentures, notes or other Indebtedness of the Partnership having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of partnership interests in the Partnership may vote (“Voting Partnership Debt”). Except as set forth in Section 3.2 of the Partnership Disclosure Schedule, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” unit or other equity rights, unit or other equity appreciation rights, equity-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Partnership is a party or by which any of them is bound (i) obligating the Partnership to issue, deliver or sell, or cause to be issued, delivered or sold, additional partnership interests in the Partnership or other equity interests in, or any security convertible or exercisable for or exchangeable into any partnership interests in the Partnership of or other equity interest in, the Partnership or any Voting Partnership Debt or (ii) obligating the Partnership to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking. There are no outstanding contractual obligations of the Partnership to repurchase, redeem or otherwise acquire any p...
Sample 1
The Partnership Interests. PIC shall sell the PIC Partnership ------------------------- Interest to NCI and NCI shall acquire and accept the PIC Partnership Interest from PIC upon the terms and conditions hereinafter set forth. Grosvenor shall sell the Grosvenor Partnership Interest to NCII and NCII shall acquire and accept the Grosvenor Partnership Interest from Grosvenor upon the terms and conditions hereinafter set forth.
Sample 1

Related to The Partnership Interests

  • General Partnership Interest A number of Partnership Units held by the General Partner equal to one percent (1%) of all outstanding Partnership Units shall be deemed to be the General Partner Partnership Units and shall be the General Partnership Interest. All other Partnership Units held by the General Partner shall be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership.

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Transfer of General Partner’s Partnership Interest A. Except in connection with a Termination Transaction permitted under Section 11.2.B, the General Partner shall not withdraw from the Partnership and shall not transfer all or any portion of its interest in the Partnership (whether by sale, statutory merger or consolidation, liquidation or otherwise), other than to an Affiliate, without the Consent of the Limited Partners, which may be given or withheld by each Limited Partner in its sole and absolute discretion, and only upon the admission of a successor General Partner pursuant to Section 12.1. Upon any transfer of a Partnership Interest in accordance with the provisions of this Section 11.2, the transferee shall become a substitute General Partner for all purposes herein, and shall be vested with the powers and rights of the transferor General Partner, and shall be liable for all obligations and responsible for all duties of the General Partner, once such transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Partnership Interest so acquired. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor General Partner under this Agreement with respect to such transferred Partnership Interest, and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor General Partner are assumed by a successor corporation by operation of law) shall relieve the transferor General Partner of its obligations under this Agreement without the Consent of the Limited Partners, in their reasonable discretion. In the event the General Partner withdraws from the Partnership, in violation of this Agreement or otherwise, or otherwise dissolves or terminates, or upon the Incapacity of the General Partner, all of the remaining Partners may elect to continue the Partnership business by selecting a substitute General Partner in accordance with the Act.

  • Partnership Interest 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. 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. Prior to the Closing, all liens disclosed on Schedule 5.34 will be paid in full. Upon the Closing, good, valid, marketable, and indefeasible title to such Transferor Partnership Interests shall be vested in the BRI Partnership free and clear of any lien, claim, charge, pledge, encumbrance, limitation, agreement or instrument whatsoever. The provisions of this Section 5.34 shall survive the Closing indefinitely.

  • Partnership Units Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately redemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on the number of Partnership Units held by, and the Percentage Interest of, any Partner. Each Partnership Unit shall entitle the holder thereof to one vote on all matters on which the Partners (or any portion of the Partners) are entitled to vote under this Agreement.

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