Breach of Managing General Partner’s Obligations Sample Clauses

Breach of Managing General Partner’s Obligations. During any period in which another party is the Managing General Partner, the Administrative General Partner shall have the right to remove the Managing General Partner with the prior written consent of the Limited Partner and, if applicable, the Predevelopment Lender, which consent shall not be unreasonably withheld or delayed, and appoint itself as the “Managing General Partner” or admit another entity which is eligible to obtain the welfare tax exemption, upon a failure by the Managing General Partner to qualify for the welfare exemption or other material breach of the Managing General Partner’s duties and obligations hereunder. Any compensation owed to the Managing General Partner shall cease immediately upon removal of such Managing General Partner pursuant to this Section. The election by the Administrative General Partner to remove the Managing General Partner under this Section 4.7 shall not limit or restrict the availability and use of any other remedy which the Administrative General Partner or any other Partner might have with respect to the Managing General Partner in connection with its undertakings and responsibilities under this Agreement.
Sample 1
AutoNDA by SimpleDocs

Related to Breach of Managing General Partner’s Obligations

  • Rights, Powers and Obligations of Manager d. The Company is organized as a “member-managed” limited liability company.

  • Developer’s Obligations (a) Upon the expiry of the Agreement Period by efflux of time and in the normal course, the Developer shall on the Expiry Date, hand back vacant and peaceful possession of Project Site and the Project Facilities to the Authority free of cost and in good operable condition.

  • Conditions Precedent to Seller’s Obligations The obligations of Seller to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

  • USER’S OBLIGATIONS In order to receive the benefits of this Warranty, the End-user must use the Product in a normal way; follow the Product's operation and maintenance manual; and protect against further damage to the Product if there is a covered defect. OTHER LIMITATIONS: Company's obligations under this Warranty are expressly conditioned upon receipt by Company of all payments due to it (including interest charges, if any). During such time as Company has not received payment of any amount due to it for the Product, in accordance with the contract terms under which the Product is sold, Company shall have no obligation under this Warranty. Also during such time, the period of this Warranty shall continue to run and the expiration of this Warranty shall not be extended upon payment of any overdue or unpaid amounts. COSTS NOT RELATED TO WARRANTY: The End-user shall be invoiced for, and shall pay for, all services not expressly provided for by the terms of this Warranty, including without limitation, site calls involving an inspection that determines no corrective maintenance is required. Any costs for replacement equipment, installation, materials, freight charges, travel expenses or labor of Company representatives outside the terms of this Warranty will be borne by the End-user. OBTAINING WARRANTY SERVICE: In the USA, call the Customer Reliability Center 7x24 at 800.356.5737. Outside of the USA, contact your local Xxxxx product sales or service representative for units purchased from those countries, or call the Customer Reliability Center in the USA at 919.845.3683 for units purchased in the USA that were shipped overseas. For comments or questions about this Warranty, write to the Customer Quality Representative, 0000 Xxx Xxxxx Xxxx, Xxxxxxx, Xxxxx Xxxxxxxx 00000 XXX.

  • HIRER’S OBLIGATIONS a) The Hirer acknowledges having received the Vehicle in a clean condition, with a full fuel tank and full bottle of gas (if applicable). The Hirer will return the Vehicle in a clean condition with a full fuel tank and a full bottle of gas (if applicable, and subject to any pre-purchase fuel and/or pre- purchase gas option being taken), on the Return Date at the time and at the Return Point set out in the Rental Agreement.

  • OWNER’S OBLIGATIONS 5.1 The Owners shall pay all sums due to the Managers punctually in accordance with the terms of this Agreement.

  • Representations of the Parties Each party hereto hereby further represents and warrants to the other that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or licensed; and (ii) it will use its reasonable best efforts to maintain each such registration or license in effect at all times during the term of this Agreement; and (iii) it will promptly notify the other if it ceases to be so registered, if its registration is suspended for any reason, or if it is notified by any regulatory organization or court of competent jurisdiction that it should show cause why its registration should not be suspended or terminated; and (iv) it is duly authorized to enter into this Agreement and to perform its obligations hereunder. The Sub-Adviser further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser shall be subject to such Code of Ethics and shall not be subject to any other Code of Ethics, including the Investment Manager's Code of Ethics, unless specifically adopted by the Sub-Adviser. The Investment Manager further represents and warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by the Investment Manager has been duly authorized and (ii) it has acted and will continue to act in connection with the transactions contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the Company's governing documents and other applicable law.

  • Member’s Obligations a. Calendar Year Deductible. This amount, when applicable, must be satisfied each Calendar Year before AvMed’s payment toward Covered Services will begin. Subject to Section 12.10, only those expenses for Covered Services submitted on Claims to AvMed will be credited toward the Calendar Year Deductible, and only up to the applicable Allowed Amount or Maximum Allowable Payment. Certain Covered Services may not be subject to the Calendar Year Deductible, as shown in your Schedule of Benefits.

  • Developer's Obligation The Developer shall bear the total cost and expense of all the obligations and duties created by this Contract unless otherwise explicitly stated in this Contract. Those obligations and duties are, generally, to create all Improvements as may be required by the City in accordance with this Contract and with City Requirements. Such Improvements include but are not limited to: i) all Improvements within the Project; ii) all Improvements connecting to water, sewer, or stormwater infrastructure outside the Project, whether existing or planned; iii) modifications to any existing water, sewer, or stormwater infrastructure outside the Project that facilitate provision of utility service to the Project, or compliance with City Requirements, or integration of the Improvements with the surrounding existing or planned water, sewer, or stormwater system; and iv) new streets or alterations to existing streets or rights of way within which the Improvements are located. The Developer's obligations also include all costs, including but not limited to legal costs, of acquiring all fees or easements within which the Improvements will be located.

  • PURCHASER’S OBLIGATIONS Conditions to Purchaser’s Obligations

Time is Money Join Law Insider Premium to draft better contracts faster.