Acceptance of Additional Partners Sample Clauses

Acceptance of Additional Partners. 8.2.1. A Person who acquires additional Units, and at such time is not a Partner, shall become a Partner hereunder only upon furnishing to the General Partner: (i) evidence of acceptance, in form and substance satisfactory to the General Partner of all of the terms and conditions of this Agreement, including the power of attorney granted in Section 8.7 hereof, (ii) a counterpart signature page to this Agreement executed by such Person, (iii) evidence in form and substance satisfactory to the General Partner of such Person’s filing an election under Section 83(b) of the Code with respect to such Person’s acquisition of such additional Units, if required by the General Partner, and (iv) such other documents or instruments as may be required in the sole and absolute discretion of the General Partner in order to effect such Person’s status as a Partner. 8.2.2. Notwithstanding anything to the contrary in this Section 8.2, no Person shall be accepted as an Additional Partner after the Effective Time without the consent of the General Partner, which consent may be given or withheld in its sole and absolute discretion. The acceptance of any Person as an Additional Partner shall become effective on the date upon which the name of such Person is recorded as an Additional Partner on the books and records of the Partnership, following the consent of the General Partner to such acceptance. 8.2.3. If any Additional Partner is accepted by the Partnership on any day other than the first day of a fiscal year of the Partnership, the Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit allocable among Partners for such fiscal year shall be allocated among such Additional Partner and all other Partners by taking into account their varying Interests during the fiscal year in the manner specified in Section 4.6. All distributions of Distributable Cash Flow with respect to which the applicable record date is before the date of such admission shall be made solely to Partners other than the new Additional Partner, and all distributions of Distributable Cash Flow thereafter shall be made to all the Partners, including such new Additional Partner.
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Related to Acceptance of Additional Partners

  • Acceptance of AAU You will have accepted an AAU for an Offering if: (a) we receive your acceptance, prior to the time specified in the Invitation Wire for such Offering, by wire, telex, telecopy or electronic data transmission, or other written communication (any such communication being deemed “In Writing”) or orally (if promptly confirmed In Writing), in the manner specified in the Invitation Wire, of our invitation to participate in the Offering, or (b) notwithstanding that we did not send you an Invitation Wire or you have not otherwise responded In Writing to any such Wire, you: (i) agree (orally or by a Wire) to be named as an Underwriter in the relevant Underwriting Agreement executed by us as Manager, or (ii) receive and retain an economic benefit for participating in the Offering as an Underwriter. Your acceptance of the invitation to participate will cause such AAU to constitute a valid and binding contract between us. Your acceptance of the AAU as provided above or an Invitation Wire will also constitute acceptance by you of the terms of subsequent Wires to you relating to the Offering unless we receive In Writing, within the time and in the manner specified in such subsequent Wire, a notice from you to the effect that you do not accept the terms of such subsequent Wire, in which case you will be deemed to have elected not to participate in the Offering.

  • Acceptance of Offer In the event that the General Partner elects to accept any such bona fide offer or proposal described in Section 9.01 hereof (an “Accepted Offer”), the General Partner shall deliver written notice of such election along with documentation which sets forth in reasonable detail the general terms and conditions of the bona fide offer or proposal as of the date of such notice (the “Acceptance Notice”) to those Partners with rights to approve such offer or proposal, and only those Partners, not less than fifteen (15) days prior to the closing date of the transaction contemplated by such offer or proposal. In connection with such transaction, each Partner shall, at such time as it is appropriate and, as applicable, (i) provide a written consent with respect to his or its Partnership Interest in favor of such sale of the assets and any subsequent liquidation of the Partnership; (ii) subject to the approval rights set forth in Section 7.06 above, provide a written consent with respect to his or its Partnership Interest (and any Partnership Interest with respect to which such Partner holds a proxy) approving such merger, consolidation, conversion, reorganization or similar transaction; or (iii) transfer and sell either all of his or its Partnership Interest (and any Partnership Interest with respect to which such Partner holds a proxy) or, as applicable, a percentage of his or its Partnership Interest (and any Partnership Interest with respect to which such Partner holds a proxy) that is equal to the Percentage Interest being transferred and sold in such transaction. Each Partner shall execute such documents and take such further actions as may be reasonably required to consummate any of the foregoing transactions.

  • APPOINTMENT OF ADDITIONAL GOVERNORS The Secretary of State may give a warning notice to the Governors where he is satisfied—

  • Acceptance of Trust The Trustee hereby accepts the Trust created and provided for by and in this Agreement and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various persons who shall from time to time be Beneficiaries, subject to all the terms and conditions herein set forth.

  • Acceptance of Premises Lessee hereby acknowledges: (a) that it has been advised by the Broker(s) to satisfy itself with respect to the condition of the Premises (including but not limited to the electrical and fire sprinkler systems, security, environmental aspects, seismic and earthquake requirements, and compliance with the Americans with Disabilities Act and applicable zoning, municipal, county, state and federal laws, ordinances and regulations and any covenants or restrictions of record (collectively, "Applicable Laws") and the present and future suitability of the Premises for Lessee's intended use; (b) that Lessee has made such investigation as it deems necessary with reference to such matters, is satisfied with reference thereto, and assumes all responsibility therefore as the same relate to Lessee's occupancy of the Premises and/or the terms of this Lease; and (c) that neither Lessor, nor any of Lessor's agents, has made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease.

  • Acceptance of Services Services furnished under this Contract are subject to acceptance by OSU. If OSU finds services furnished to be incomplete or not in compliance with the Contract, OSU, at its sole discretion, may either reject the services, require Contractor to correct any defects without charge, or negotiate with Contractor to reduce the price, whichever OSU deems appropriate under the circumstances. If Contractor is unable or refuses to cure any defects within a time deemed reasonable by OSU, OSU may reject the services and cancel the Contract in whole or in part.

  • Acceptance of Trusts The Owner Trustee accepts the trusts created by this Agreement and agrees to exercise its rights and powers and perform its obligations under this Agreement.

  • Acceptance of Agreement This Agreement shall not be considered accepted, approved or otherwise effective until the statutorily required approvals and certifications have been given.

  • Notification of Acceptance of General Offer of Terms Upon execution of Exhibit E, General Offer of Terms, Subscribing LEA shall provide notice of such acceptance in writing and given by personal delivery, or e-mail transmission (if contact information is provided for the specific mode of delivery), or first class mail, postage prepaid, to the designated representative below.

  • Acceptance of Contract This contract shall not be considered accepted, approved or otherwise effective until the statutorily required approvals and certifications have been given.

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