Certain Partnerships Sample Clauses

Certain Partnerships. The REIT and the Borrower will ensure that at all times either the Borrower or a wholly-owned Subsidiary of the Borrower that is a Subsidiary Guarantor is the sole general partner of any Subsidiary Guarantor that is a partnership.
Sample 1Sample 2
AutoNDA by SimpleDocs
Certain Partnerships. Notwithstanding the representations contained in clauses (b) and (c) above, after the Effective Time a Seller Shareholder which is and has been since its formation a general or limited partnership for income tax purposes, as determined under Section 7701 of the Code and the underlying Treasury Regulations, may distribute all or part of the Egghead Common Shares received by such Seller Shareholder in the Merger to all of its partners for no additional consideration and in a transaction in which no gain or loss is recognized for income tax purposes; provided, however, that (i) any such transfer shall be made pro rata based on each partner's ownership interest in such Seller Shareholder, (ii) prior to any distribution pursuant to this clause (d), each partner of such Seller Shareholder shall agree in writing to be bound by the terms of clause (c) above to the same extent as the Seller Shareholder that transferred the Egghead Common Shares to such partner and (iii) the partnership interest in the Seller Shareholder held by each partner at the time of the distribution has been continuously held by such partner, and is unchanged from the proportionate interest held by such partner, since the execution of the Merger Agreement.
Sample 1
Certain Partnerships. Holdings and the Borrower will ensure that all times either the Borrower or a Wholly-Owned Subsidiary of the Borrower that is a Subsidiary Guarantor is the sole general partner of any Subsidiary Guarantor that is a partnership.
Sample 1
Certain Partnerships. 55 7.13 Operating Leases; Management Agreements and Pledged Mortgage Loan Documents.......................56 7.14 Lien Waivers; etc.................................................................................56 7.15 Appraisals........................................................................................56 7.16 Casualty and Condemnation; Restoration............................................................56 7.17 REIT Requirements.................................................................................64 7.18
Sample 1
Certain Partnerships. Notwithstanding the representations contained in clauses (b) through (d) above, after the Effective Time a ViewStar Shareholder which is and has been since its formation a general or limited partnership for income tax purposes, as determined under Section 7701 of the Code and the underlying Treasury Regulations, may distribute all or part of the Digital Common Shares received by such ViewStar Shareholder in the Merger to all of its partners for no additional consideration and in a transaction in which no gain or loss is recognized for income tax purposes; provided, however, that (i) any such transfer shall be made pro rata based on each partner's ownership interest in such ViewStar Shareholder, (ii) prior to any distribution pursuant to this clause (e), each partner of such ViewStar Shareholder shall agree in writing to be bound by the terms of clause (b) above to the same extent as the ViewStar Shareholder that transferred the Digital Common Shares to such partner and (iii) the partnership interest in the ViewStar Shareholder held by each partner at the time of the distribution has been continuously held by such partner, and is unchanged from the proportionate interest held by such partner, since the execution of the Merger Agreement.
Sample 1

Related to Certain Partnerships

  • Subsidiaries and Partnerships Borrower has no subsidiaries and is not a party to any partnership agreement or joint venture agreement.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9.

  • Partnerships, Etc To enter into joint ventures, general or limited partnerships and any other combinations or associations;

  • Management of Partnership Section 2.01

  • Partnerships If Investor is a partnership, the representations, warranties, agreements and understandings set forth above are true with respect to all partners of Investor (and if any such partner is itself a partnership, all persons holding an interest in such partnership, directly or indirectly, including through one or more partnerships), and the person executing this Agreement has made due inquiry to determine the truthfulness of the representations and warranties made hereby.

  • Partnerships and Joint Ventures No Loan Party shall become a general partner in any general or limited partnership or a joint venturer in any joint venture.

  • Partnership Name The name of the Partnership is “OZ Advisors II LP.” The name of the Partnership may be changed from time to time by the General Partner.

  • Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

  • 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.

  • Formation of Partnership The Partnership was formed on August 3, 2018 pursuant to the provisions of the Delaware Act.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!