Actions by the Partnership Sample Clauses

Actions by the Partnership. The Partnership (and the General Partner for and on behalf of the Partnership), subject to the provisions of this Agreement, may execute, deliver and perform all contracts, agreements and other undertakings and engage in all activities and transactions as may in the opinion of the General Partner be necessary or advisable to carry out the objects and purposes of the Partnership, without the approval or vote of any Limited Partner, and shall have all of the powers available to it as an exempted limited partnership formed under the [] Law.

Actions by the Partnership. If the Partnership is the holder of Registrable Securities, the Partnership agrees to take, or cause to be taken, such actions as are necessary to effectuate the rights of the Investors with respect to such Registrable Securities hereunder, including (i) making requests and elections at the requests of the limited partners of the Partnership in respect of the Registrable Securities held directly or indirectly by the Partnership, (ii) providing all notices to the limited partners of the Partnership in respect of the Registrable Securities held directly or indirectly by the Partnership that are provided to the Partnership in respect of such Registrable Securities in order to enable such limited partners to effectuate the rights provided for herein to holders of Registrable Securities if such limited partners were the direct holders of the Registrable Securities and (iii) passing on all rights, including with respect to indemnification, provided for herein with respect to Registrable Securities to its limited partners, in each case, solely to the extent such limited partners of the Partnership would have such rights if they were the holders of such Registrable Securities. In the event the Partnership is causing such Registrable Securities to be sold on behalf of one or more limited partners and the amount of such Registrable Securities to be sold is the subject of any required cutback as provided herein, the cutback shall be calculated based on the amount of the Registrable Securities allocable to each such limited partner of the Partnership so selling or causing to be sold Registrable Securities (as if such limited partner was selling such securities directly as provided hereunder).

Actions by the Partnership. The Partnership shall indemnify any Partner, each officer, director and employee of the Partnership and its Subsidiaries and any other Person who was or is a party or is threatened to be made a party to any threatened, pending or completed Action by or in the right of the Partnership to procure a judgment in its favor by reason of the fact that such Person, or a Person of whom he or she is the legal representative, is or was a director, an officer or an employee of the Partnership or its Subsidiaries, or is or was serving at the request of the Partnership as a manager or director, officer, employee, fiduciary or agent of another limited liability company or of a corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such Person in connection with the defense or settlement of such Action if such Person acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Partnership and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Partnership unless and only to the extent that the Court of the Chancery of the State of Delaware or the court in which such Action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Actions by the Partnership. All action and determinations by the Partnership, or its officers and directors, pursuant to this Agreement shall be taken without the participation of Assignee.

Actions by the Partnership. The Borrowers further covenant that, until full payment of the GDB Facility and the performance of all other Obligations of the Borrowers hereunder, they will not, without the prior consent of GDB, and will not permit the Partnership, without the prior consent of GDB, to: 8.2.1 During the Term of this Agreement, make or permit to be made any payment of Partnership Returns, except payments applied in reduction of the Borrowers' Obligations hereunder, or any other distribution of any revenues from the Partnership to any 101

Actions by the Partnership. Case and Cummins each covenants -------------------------- to the other that it shall take all action reasonably necessary and appropriate to cause the Partnership to do the following: (a) Manufacture, assemble, test and sell Licensed Engines, Cummins Products, Case Products and Components, subject to the conditions of Section ------- 3.05; ---- (b) The latest technology reasonably available to Cummins shall be used with the objective that the following performance parameters be competitive or superior to other Diesel Engines: fuel consumption, noise, cold starting, emissions and heat rejection; (c) Implement all appropriate engineering changes in the Licensed Engines, Cummins Products and Case Products from time to time as directed by Cummins, subject to the conditions of the Technical Assistance Agreement, and promptly give written notice to the Sponsors of all such changes; (d) Manufacture only Components and purchase all other items necessary to assemble Licensed Engines, Cummins Products and Case Products subject to the provisions of Section 2.04(e); --------------- (e) Evaluate periodically the desirability of manufacturing Purchased Parts and manufacture any such item if (i) the Partnership Committee recommends to the Sponsors that it would be mutually beneficial to the Sponsors or to the Partnership to manufacture such item regardless of any benefits then being realized by a Sponsor as a result of sales by it, or one of its Affiliates, of any such item to the Partnership, and (ii) the Sponsors in their discretion approve, in writing, the manufacture of such item; (f) Sell Licensed Engines, Cummins Products, Case Products, Components and Service Parts only to the Sponsors and their respective Affiliates, subject to the terms and conditions hereof and in the Related Agreements; (g) Refrain from selling Licensed Engines, Cummins Products, Case Products, Components and Service Parts to Case and its Affiliates for use other than as provided in the License Agreement and/or the Purchase Agreement; (h) Refrain from imposing any restrictions upon the use and sale of Licensed Engines, Cummins Products, Components and Service Parts by Cummins and its Affiliates; and (i) Endeavor to expand the manufacture, distribution and use of engines produced by the Partnership for use in the agricultural and construction equipment markets and to amend the definition of "Case Equipment" to expand the items covered therein where such expansion is deemed beneficial to both s...

Related to Actions by the Partnership

Actions by the Company Any action, election or determination by the Board or any committee thereof pursuant to or relating to this Agreement will be effective if, and only if, it is taken or made by (or with the prior approval of) a majority of the members of the Board who are not at the time employees of Holdings or any of its Subsidiaries.
By the Partnership In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Partnership will indemnify and hold harmless each Selling Holder participating therein, its directors, officers, employees and agents, and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and its directors, officers, employees or agents, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder, director, officer, employee, agent or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which such statement is made) contained in any Written Testing-the-Waters Communication, a Registration Statement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder, its directors, officers, employee and agents, and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings as such expenses are incurred; provided, however, that the Partnership will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder, its directors, officers, employees and agents or such controlling Person in writing specifically for use in any Written Testing-the-Waters Communication, a Registration Statement, or prospectus or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such directors, officers, employees agents or controlling Person, and shall survive the transfer of such securities by such Selling Holder.
Indemnification by the Partnership The Partnership agrees to indemnify and hold harmless each Underwriter, its affiliates, and its and their officers, directors, employees, selling agents, partners and members and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Partnership; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Partnership by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereof.
Actions by the Board Any and all determinations or other actions required of the Board hereunder that relate specifically to Executive’s employment by the Company or the terms and conditions of such employment shall be made by the members of the Board other than Executive if Executive is a member of the Board, and Executive shall not have any right to vote or decide upon any such matter.
Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.
Clean-Up Terminations by the Sellers (a) The Sellers shall have the right to elect to terminate this Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Appointments that are Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024. (b) In the event the Sellers elect to terminate this Agreement pursuant to clause (a) above, the Sellers shall, concurrently with such termination, pay to the Purchasers an amount equal to LTM Fee Revenue multiplied by 1.40. (c) For purposes of this Agreement, “LTM Fee Revenue” means the fee revenue (excluding net interest income but including money market fund fees) generated by all remaining Serviced Appointments in the last full twelve-month period prior to the time the Sellers elect to exercise their termination right pursuant to this Section 7.2.2.
Termination of the Partnership The Partnership shall terminate when all assets of the Partnership, after payment or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the Partners in the manner provided for in this Article VIII, and the Certificate shall have been canceled in the manner required by the Act.
Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.
TERMINATION BY THE PARTIES This Agreement may be terminated upon sixty (60) days’ written notice (a) by the Independent Directors of the Company or the Advisor, without Cause and without penalty, (b) by the Advisor for Good Reason, or (c) by the Advisor upon a Change of Control. The provisions of Sections 19 through 31 of this Agreement shall survive termination of this Agreement.
Cooperation by the Company If any Shareholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such Shareholder and shall provide to such Shareholder such information as such Shareholder shall reasonably request.

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