Class B Limited Partner Sample Clauses

Class B Limited Partner. Concurrently with the execution and delivery of this Agreement, the Closing (as defined in the Allied Xxxxx Contribution Agreement) is occurring, the Partnership is issuing to Allied Xxxxx 100 Class B Limited Partner Units and the Exchange Rights Agreement and the Registration Rights Agreement are being executed and delivered by the parties thereto.
Sample 1
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Class B Limited Partner. Effective January 1, 1994, the Class B Limited Partner shall be entitled to participate in the income, gains, losses, deductions, and credits of the Partnership on the basis of its Percentage Interest on that date. (If the collective Percentage Interest of the Class A Limited Partners is changed, the Percentage Interest of the Class B Limited Partner shall be adjusted in a manner reciprocal to such change, as provided in the definition of “Percentage Interest”).
Sample 1
Class B Limited Partner. The address of the Class B Limited Partner is 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000. The Class B Limited Partner agrees to contribute, from time to time on or immediately after each date on which the Partnership acquires Equipment, cash as its Capital Contributions to the Partnership in an aggregate amount equal to $10,000 for every $1,000,000 in Gross Offering Proceeds received by the Partnership as of that date; provided that, as of the Termination Date, the aggregate amount of the cash shall equal 1.0% of Gross Offering Proceeds as of the Termination Date. The Class B Limited Partner's Capital Contribution from time to time shall be the amount reflected in the books and records of the Partnership. The Class B Limited Partner shall not be required to make any other Capital Contributions to the Partnership. The Class B Limited Partner shall not purchase any Units.
Sample 1
Class B Limited Partner. (a) On the Commencement Date, the Class B Limited Partner contributed to the Partnership the Initial Properties and the Partnership assumed (or took the Initial Properties subject to) all liabilities and other indebtedness which were directly related to the Initial Properties.
Sample 1
Class B Limited Partner. For purposes of Article IX of the Agreement, after a Liquidity Event Closing and subject to any limitations imposed by the Securities Laws or the Underwriters, the General Partner will be deemed to have consented to a Class B Limited Partner's assignment of any of the OP Units that they hold to their respective Immediate Families and to any Person that is a Class B Limited Partner as of the execution of the Agreement, and the substitution of such Persons as Limited Partners, subject to any contractual restrictions to which the Class B Limited Partner is a party.
Sample 1
Class B Limited Partner. The nature of the Class B Limited Partner as being a “single purpose entity” separate and distinct from its members, partners and/or shareholders, as applicable, is a material inducement to the ILP and SLP becoming Limited Partners of the Partnership and agreeing to make the Capital Contributions provided for in this Agreement. To ensure compliance with the restrictions on the Class B Limited Partner, the Class B Limited Partner represents, warrants and covenants as follows:
Sample 1
Class B Limited Partner. The Class B Limited Partner shall submit to the SLP, the following reports and information:
Sample 1
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Related to Class B Limited Partner

  • Limited Partner The name and address of the New Limited Partner of the Partnership is 0000 X. Xxxx Xxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx 00000. The names and addresses of any other Limited Partners shall be set forth on Exhibit B, as amended from time to time, attached hereto and incorporated herein by this reference. The Partnership Interest of a Limited Partner shall be referred to herein as a “Limited Partnership Interest.”

  • Substituted Limited Partner In the event a Limited Partner transfers all or any part of such Limited Partner’s Limited Partnership Interest in compliance with the provisions of this Article VIII, the transferee of the Limited Partner shall take such Limited Partnership Interest subject to all of the terms and conditions of this Agreement, shall not be considered to have title to such Limited Partnership Interest and shall not have the right to be admitted to the Partnership as a substituted Limited Partner of the Partnership unless the transferring Limited Partner has given the transferee such right and unless:

  • Substituted Limited Partners A. No Limited Partner shall have the right to substitute a transferee as a Limited Partner in his or her place (including any transferee permitted by Section 11.3). The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner’s failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or any Partner.

  • Class B Units The term “Class B Units” means the Units having the privileges, preferences, and rights specified with respect to “Class B Units” in this Agreement, including those described in Section 7.1(c)(3).

  • Limited Partners The Limited Partners shall not participate in the general conduct or control of the Partnership’s affairs and shall have no right or authority to act for or to bind the Partnership. The Limited Partners shall not be required to assume, endorse or guarantee any liabilities of the Partnership.

  • Partnership Units Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately redemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on the number of Partnership Units held by, and the Percentage Interest of, any Partner. Each Partnership Unit shall entitle the holder thereof to one vote on all matters on which the Partners (or any portion of the Partners) are entitled to vote under this Agreement.

  • Approval by Limited Partners (a) Except as provided in Section 14.3(d), the General Partner, upon its approval of the Merger Agreement or the Plan of Conversion, as the case may be, shall direct that the Merger Agreement or the Plan of Conversion and the merger, consolidation or conversion contemplated thereby, as applicable, be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement or the Plan of Conversion, as the case may be, shall be included in or enclosed with the notice of a special meeting or the written consent.

  • Certificates Describing Partnership Units At the request of a Limited Partner, the General Partner, at its option, may issue a certificate summarizing the terms of such Limited Partner's interest in the Partnership, including the number of Partnership Units owned and the Percentage Interest represented by such Partnership Units as of the date of such certificate. Any such certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear the following legend: This certificate is not negotiable. The Partnership Units represented by this certificate are governed by and transferable only in accordance with the provisions of the Agreement of Limited Partnership of United Dominion Realty, L.P., as amended from time to time.

  • General Partnership Interest A number of Partnership Units held by the General Partner equal to one percent (1%) of all outstanding Partnership Units shall be deemed to be the General Partner Partnership Units and shall be the General Partnership Interest. All other Partnership Units held by the General Partner shall be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership.

  • Contributions by Initial Limited Partners (a) On the Closing Date and pursuant to the Underwriting Agreement, each Underwriter shall contribute cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each Underwriter, all as set forth in the Underwriting Agreement.

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