Appointment of Liquidating Partner Sample Clauses

Appointment of Liquidating Partner. A. Upon the dissolution of the Partnership, if the Partnership's business is not continued pursuant to Section 10.01. hereof, the Managing General Partner (provided it then is a General Partner hereof and is not in breach or default of any of its obligations under this Agreement) shall act as Liquidating Partner on the terms hereinafter set forth; or if it no longer is a General Partner hereof or is in breach or default of any of its obligations under this Agreement, then Administrative General Partner (or its successors or assigns) shall select a Partner (the "Liquidating Partner") to wind up the affairs of the Partnership and distribute its assets. Another Partner shall be selected (in the same manner and for the same purpose) to succeed the Partner originally selected or any subsequently selected successor whenever the Partner originally selected or any such subsequently selected successor, as the case may be, fails for any reason to carry out such purpose. The Partner so selected and acting hereunder from time to time may be any General Partner or any other individual, corporation, or general or limited partnership, shall be compensated for his or its services hereunder (as and to the extent authorized by Administrative General Partner, but no compensation shall be payable if the Liquidating Partner is a Partner or is affiliated, directly or indirectly, with a Partner), and shall proceed diligently to wind up the affairs of the Partnership and distribute its assets in the manner hereinafter provided. B. No Partner (other than the Managing General Partner) shall be required to accept appointment as Liquidating Partner. If no Partner is willing to accept such appointment, the General Partners shall select a third person to act in that capacity, and the person so selected shall for all purposes of this Agreement have the rights, powers and obligations of Liquidating Partner.
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Appointment of Liquidating Partner is appointed as the liquidating Partner to carry out the terms and conditions of this Agreement.
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Appointment of Liquidating Partner. A. Upon the dissolution of the Partnership, if the Partnership's business is not continued pursuant to Section 9.1 hereof, the General Partner (provided it then is a General Partner hereof) shall act as Liquidating Partner on the terms hereinafter set forth; or if it no longer is General Partner hereof, then a Majority in Interest of the Limited Partners (or their legal representatives, heirs, successors or assigns) shall select a Partner (the "Liquidating Partner") to wind up the affairs of the Partnership and to distribute its assets. Another Partner shall be selected (in the same manner and for the same purpose) to succeed the Partner originally selected or any subsequently selected successor whenever the Partner originally selected or any such subsequently selected successor, as the case may be, fails for any reason to carry out such purpose. The Partner so selected and acting hereunder from time to time may be any General Partner or any other individual, corporation, limited liability company or general or limited partnership, shall be compensated for his or its services hereunder (as and to the extent authorized by the General Partner, but no compensation shall be payable if the Liquidating Partner is a Partner or is affiliated, directly or indirectly, with a Partner), and shall proceed diligently to wind up the affairs of the Partnership and distribute its assets in the manner hereinafter provided. B. No Partner (other than the General Partner) shall be required to accept appointment as Liquidating Partner. If no Partner is willing to accept such appointment, a Majority in Interest of the Limited Partners shall select a third person to act in that capacity, and the person so selected shall for all purposes of this Agreement have the rights, powers and obligations of Liquidating Partner.
Sample 1
Appointment of Liquidating Partner shall be the liquidating partner (the "liquidating partner") and shall have the exclusive right and obligation to wind up the partnership business. Following the date of dissolution, no other Partner may act on behalf of or bind the Partnership, to represent the Partnership in any official capacity, or to participate in management or control of the Parthership, for purposes of winding up its business or otherwise.
Sample 1
Appointment of Liquidating Partner. Upon the dissolution of the Partnership, if the Partnership's business is not continued pursuant to Section 10.1(a) hereof, either (a) Sponsor Partner, if dissolution was caused other than as a result of a default by Sponsor Partner or (b) BIT Partner, if dissolution was caused by a default by Sponsor Partner, shall engage an advisor to wind up the affairs of the Partnership and distribute its assets. The Partner so selected and acting hereunder from time to time ("THE LIQUIDATING PARTNER") shall be compensated for its services hereunder and shall proceed diligently to wind up the affairs of the Partnership and distribute its assets in the manner hereinafter provided.
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Appointment of Liquidating Partner. 3.04 The Managing General Partner is appointed as the liquidating partner to carry out the terms and conditions of the Agreement. INSPECTION OF BOOKS AND RECORDS 3.05 Each Partner shall have the right, directly or through his, her or its representative, at all reasonable times, to examine the books and pertinent records of the Partnership to establish and enforce his, her or its rights under this Agreement.
Sample 1
Appointment of Liquidating Partner. GGMC shall be the liquidating partner ---------------------------------- (the "Liquidating Partner") and shall have the exclusive authority, right and responsibility to wind up the business of the Joint Venture. From and after the Effective Date, F4LGM shall have no power or authority whatever to act on behalf of or bind the Joint Venture or to participate in its management or control for purposes of winding up its business or otherwise.
Sample 1
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Related to Appointment of Liquidating Partner

  • Appointment of Special Servicer The Controlling Note Holder (or its Controlling Note Holder Representative) shall have the right (subject to the terms, conditions and limitations in the Lead Securitization Servicing Agreement) at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a replacement Special Servicer with the Required Special Servicer Rating. Any designation by the Controlling Note Holder (or its Controlling Note Holder Representative) of a Person to serve as Special Servicer shall be made by delivering to each other Note Holder, the Master Servicer, the Special Servicer and each other party to the Lead Securitization Servicing Agreement a written notice stating such designation and satisfying the other conditions to such replacement as set forth in the Lead Securitization Servicing Agreement and delivering a Rating Agency Communication to each Rating Agency (or obtaining a Rating Agency Confirmation from each Rating Agency, but only if required by the terms of the Lead Securitization Servicing Agreement). The Controlling Note Holder shall be solely responsible for any expenses incurred in connection with any such replacement without cause. The Controlling Note Holder shall notify the other parties hereto of its termination of the then currently serving Special Servicer and its appointment of a replacement Special Servicer in accordance with this Section 7. If the Controlling Note Holder has not appointed a Special Servicer with respect to the Mortgage Loan as of the consummation of the securitization under the Lead Securitization Servicing Agreement, then the initial Special Servicer designated in the Lead Securitization Servicing Agreement shall serve as the initial Special Servicer but this shall not limit the right of the Controlling Note Holder (or its Controlling Note Holder Representative) to designate a replacement Special Servicer for the Mortgage Loan as aforesaid. If a Servicer Termination Event on the part of the Special Servicer has occurred that affects any Non-Controlling Note Holder, such Non-Controlling Note Holder shall have the right to direct the Trustee (or at any time that the Mortgage Loan is no longer included in a Securitization Trust, the Controlling Note Holder) to terminate the Special Servicer under the Lead Securitization Servicing Agreement solely with respect to the Mortgage Loan pursuant to and in accordance with the terms of the Lead Securitization Servicing Agreement. Each Note Holder acknowledges and agrees that any successor special servicer appointed to replace the Special Servicer with respect to the Mortgage Loan that was terminated for cause at a Non-Controlling Note Holder’s direction cannot at any time be the person (or an Affiliate thereof) that was so terminated without the prior written consent of such Non-Controlling Note Holder. Each Non-Controlling Note Holder shall be solely responsible for reimbursing the Trustee’s or the Controlling Note Holder’s, as applicable, costs and expenses, if not paid within a reasonable time by the terminated special servicer and, in the case of the Trustee, that would otherwise be reimbursed to the Trustee from amounts on deposit in the Lead Securitization’s “collection account”.

  • Appointment and Designation of Master Servicer The Purchaser hereby appoints and designates Aurora Loan Services, Inc. as its master servicer (the "Master Servicer") for the Mortgage Loans subject to this Agreement. The Company is hereby authorized and instructed to take any and all instructions with respect to servicing the Mortgage Loans hereunder as if the Master Servicer were the Purchaser hereunder. The authorization and instruction set forth herein shall remain in effect until such time as the Company shall receive written instruction from the Purchaser that such authorization and instruction is terminated.

  • Appointment of a Receiver To the extent permitted by applicable law, if an Event of Default shall have occurred and be continuing, and the Equipment Notes either shall have been accelerated pursuant to Section 4.02 or have become due at maturity, Loan Trustee shall, as a matter of right, be entitled to the appointment of a receiver (who may be Loan Trustee or any successor or nominee thereof) for all or any part of the Collateral, whether such receivership be incidental to a proposed sale of the Collateral or the taking of possession thereof or otherwise, and, to the extent permitted by applicable law, Company hereby consents to the appointment of such a receiver and will not oppose any such appointment. Any receiver appointed for all or any part of the Collateral shall be entitled to exercise all the rights and powers of Loan Trustee with respect to the Collateral.

  • Appointment of Sub-Advisor In accordance with and subject to the Management Agreement, the Manager hereby appoints the Sub-Advisor to perform the services described in Section 2 below for investment and reinvestment of the securities and other assets of the Series, subject to the control and direction of the Manager and the Fund's Board of Directors, for the period and on the terms hereinafter set forth. The Sub-Advisor accepts such appointment and agrees to furnish the services hereinafter set forth for the compensation herein provided. The Sub-Advisor shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized, have no authority to act for or represent the Fund or the Manager in any way or otherwise be deemed an agent of the Fund or the Manager.

  • Appointment of Advisor The Trust hereby employs the Advisor and the Advisor hereby accepts such employment, to render investment advice and related services with respect to the assets of the Fund for the period and on the terms set forth in this Agreement, subject to the supervision and direction of the Trust’s Board of Trustees (the “Board of Trustees”).

  • Appointment of Manager Owner hereby engages and retains Manager as the manager and as tenant coordinating agent of the Properties, and Manager hereby accepts such appointment on the terms and conditions hereinafter set forth; it being understood that this Management Agreement shall cause Manager to be, at law, Owner’s agent upon the terms contained herein.

  • Appointment of FTIS The Investment Company hereby appoints FTIS as transfer agent for Shares of the Investment Company, as service agent in connection with dividend and distribution functions, and as shareholder servicing agent for the Investment Company, and FTIS accepts such appointment and agrees to perform the following duties.

  • Appointment of Investment Manager On the terms and subject to the conditions set forth herein, the Company hereby appoints the Investment Manager as investment manager of the Account with discretionary authority to manage the investment and reinvestment of the funds and assets of the Account in accordance with the terms hereof, and the Investment Manager accepts such appointment. In the course of providing the services contemplated by this Agreement, the Investment Manager shall act as a fiduciary and shall discharge its fiduciary duties and exercise each of its powers under this Agreement with the care, skill and diligence that a registered investment adviser, acting in a like capacity and familiar with insurance company matters, would use in the conduct of a like enterprise with like aims, taking into consideration the facts and circumstances then prevailing, and such fiduciary duties shall specifically include a duty (a) to act with good faith; (b) of loyalty to Company; (c) to provide full and fair disclosure of all material facts; (d) to employ reasonable care to avoid misleading Company; and (e) to act in a manner consistent with the Investment Guidelines for the Account as agreed to between Investment Manager and Company.

  • Appointment of Agent GE Capital is hereby appointed to act on behalf of all Lenders as Agent under this Agreement and the other Loan Documents. The provisions of this Section 9.2 are solely for the benefit of Agent and Lenders and no Credit Party nor any other Person shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement and the other Loan Documents, Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party or any other Person. Agent shall have no duties or responsibilities except for those expressly set forth in this Agreement and the other Loan Documents. The duties of Agent shall be mechanical and administrative in nature and Agent shall not have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Except as expressly set forth in this Agreement and the other Loan Documents, Agent shall not have any duty to disclose, and shall not be liable for failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries or any Account Debtor that is communicated to or obtained by GE Capital or any of its Affiliates in any capacity. Neither Agent nor any of its Affiliates nor any of their respective officers, directors, employees, agents or representatives shall be liable to any Lender for any action taken or omitted to be taken by it hereunder or under any other Loan Document, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct. If Agent shall request instructions from Requisite Lenders or all affected Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, then Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from Requisite Lenders or all affected Lenders, as the case may be, and Agent shall not incur liability to any Person by reason of so refraining. Agent shall be fully justified in failing or refusing to take any action hereunder or under any other Loan Document (a) if such action would, in the opinion of Agent, be contrary to law or the terms of this Agreement or any other Loan Document, (b) if such action would, in the opinion of Agent, expose Agent to Environmental Liabilities or (c) if Agent shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of Requisite Lenders or all affected Lenders, as applicable.

  • Appointment of Asset Manager; Acceptance of Appointment The Series hereby appoints the Asset Manager as asset manager to the Series for the purpose of managing the Series #TICKER Asset. The Asset Manager hereby accepts such appointment.

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