Amendment to Agreement of Limited Partnership Sample Clauses

Amendment to Agreement of Limited Partnership. On or before the fifth (5th) business day after the Effective Date (but not before SCT shall have furnished the Title Commitment and Current Survey to HAH), SCT, the Limited Partners, and HAH shall execute and deliver an Amendment to the Limited Partnership Agreement of SCT (the "Amendment") whereby (i) the Limited Partners substantially retain all tax credits but HAH obtains beneficial ownership of SCT and otherwise approximately one hundred percent (100%) of the net cash flow of SCT; (ii) upon sale or refinancing of the Property after the Closing Date (not including a refinancing of the existing mortgage at Closing), the Limited Partners would receive ten percent (10%) of the net sale proceeds (excluding therefrom return of capital for capital expenses at the Property made by HAH after the Effective Date); (iii) HAH agrees to provide the Deferred Investment; (iv) SCT shall indemnify HAH for any actions of SCT's former general partner and any actions that might be commenced by the Texas Department of Housing and Community Affairs concerning this transaction or the status of tax credits and this transaction; (v) Windridge shall withdraw and HAH shall be admitted as the sole general partner of SCT; (vi) the Limited Partners will be liable for the payables as of the Closing Date in excess of the first One Hundred Thousand Dollars ($100,000) of Included Payables; and (vii) the Limited Partners shall pledge their limited partnership interests in SCT (which shall be otherwise unencumbered) to secure the repayment obligation to HAH described in Section 11(b) below and to indemnify HAH for breach or default by SCT, or for any and all claims arising from the removal of G2 and REM Properties Inc. or from a declaration by Finova of a default or breach based upon a default of SCT before the Effective Date (including without limitation a default under ss. 7.13 of the Finova Loan Agreement). The Amendment shall provide for its own termination, and the restoration of Windridge as general partner, in the event on the Closing Date the conditions to Closing remain unsatisfied. Promptly after the Effective Date SCT and HAH shall prepare and agree upon the form of Amendment which shall be attached hereto and incorporated by reference herein, in any event on or before the fifth (5th) business day after the Effective Date.
Sample 1
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Amendment to Agreement of Limited Partnership. This AMENDMENT (the “Amendment”) to Agreement of Limited Partnership of MAGNUM HUNTER RESOURCES, LP, a Delaware limited partnership (the “Company”), effective as of November 19, 2009, is hereby adopted, executed and agreed to, for good and valuable consideration, by MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation (“MHR”), the limited partner of the Company and by MAGNUM HUNTER RESOURCES GP, LLC, the General Partner of the Company (“GP”).
Sample 1

Related to Amendment to Agreement of Limited Partnership

  • Amendment of Agreement and Certificate of Limited Partnership For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an amendment of Exhibit A) and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4 hereof.

  • Amendment of Limited Liability Company Agreement (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx.

  • Amendment to Agreement The Agreement is hereby amended as follows:

  • Amendment of Agreement This Agreement may be amended only by written agreement of the Adviser and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.

  • Amended and Restated Agreement and Declaration of Trust A copy of the Amended and Restated Agreement and Declaration of Trust for the Trust is on file with the Secretary of the Commonwealth of Massachusetts. The Amended and Restated Agreement and Declaration of Trust has been executed on behalf of the Trust by Trustees of the Trust in their capacity as Trustees of the Trust and not individually. The obligations of this Agreement shall be binding upon the assets and property of the Trust and shall not be binding upon any Trustee, officer, or shareholder of the Trust individually.

  • Amendment of Partnership Agreement The General Partner may amend any provision of this Agreement without the consent of the Limited Partner and may execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith.

  • Amendment and Restatement; Form of Agreement This agreement shall amend and supersede the following Agreements as of the date stated above among the Funds, Underwriter and Company with respect to all investments by the Company or its separate accounts in each Fund prior to the date of this Agreement, as though identical separate agreements had been executed by the parties hereto on the dates as indicated below.

  • Formation of Limited Partnership (a) The Partnership is formed as a limited partnership pursuant to the Certificate and this Agreement. The Partners agree that their rights, duties and liabilities will be as provided in the Delaware Act, except as otherwise provided in this Agreement. The General Partner will cause the Certificate to be executed and filed in accordance with the Delaware Act and will cause to be executed and filed with applicable governmental authorities any other instruments, documents and certificates that the General Partner concludes may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that the General Partner determines is necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership.

  • Certificate of Limited Partnership The General Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents that the General Partner determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business or own property. To the extent the General Partner determines such action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or any amendment thereto to any Limited Partner.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:

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