Continuation of Limited Partnership. The parties to this Agreement hereby agree to continue the Partnership, which was formed pursuant to and in accordance with the provisions of the Act, and in accordance with the further terms and provisions of this Agreement.
Continuation of Limited Partnership. The parties hereto hereby continue Premier LP previously formed as a limited partnership under the California Revised Limited Partnership Act. The rights and liabilities of the Partners shall be determined pursuant to the Act and this Agreement. To the extent that the rights or obligations of any Partner are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.
Continuation of Limited Partnership. The Partners hereby agree to continue the Partnership as a limited partnership pursuant to the provisions of the Act and pursuant to the terms of this Agreement. The General Partner, for itself and as agent for the Limited Partners, shall make every reasonable effort to ensure that all certificates and documents are properly executed, and shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all the requirements for the continuation of the Partnership as a limited partnership under the Act and under all other laws of the State of Delaware or other jurisdictions in which the General Partner determines that the Partnership may conduct business. The General Partner shall continue as General Partner of the Partnership upon its execution of a counterpart signature page to this Agreement. Each Person who is or is to be admitted as a Limited Partner pursuant to this Agreement shall accede to this Agreement and any amendment to or novation thereof by executing (either itself or through the General Partner as its attorney-in-fact and agent) a counterpart signature page to this Agreement and/or such subscription agreements, deeds or adherence or other documents as may be acceptable to the General Partner. The rights and duties of the limited partners shall be as provided in the Act, except as modified by this Agreement.
Continuation of Limited Partnership. The parties to this Agreement hereby agree to continue the Partnership as a limited partnership pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act (6 Del. C. ss.17-101 et seq., as amended, the "Act"), and in accordance with the terms and provisions of this Agreement.
Continuation of Limited Partnership. The Partners agree to carry ----------------------------------- on a limited partnership (the "Partnership") subject to the terms of this Agreement in accordance with the provisions of the Delaware Revised Uniform Limited Partnership Act, as amended (the "Delaware Act").
Continuation of Limited Partnership. The parties hereby continue the limited partnership (the "Partnership") under the provisions of the Revised Uniform Limited Partnership Act of the State of Illinois (the "Act"), and known as Taylor Family Partnership, L.P., and except as herein otherwise exprxxxxx provided, the rights and liabilities of the Partners shall be as provided in the Act.
Continuation of Limited Partnership. (a) The parties hereto hereby agree to continue the Partnership as a limited partnership under and pursuant to the Delaware Act and this Agreement.
(b) The General Partner must execute, acknowledge and file with the Secretary of State of the State of Delaware a Certificate, any amendments to the Certificate as may be required by the Delaware Act and any other instruments, documents and certificates which, in the opinion of the Partnership’s legal counsel, may from time to time be required by the laws of the United States, the State of Delaware or any other jurisdiction in which the Partnership determines to do business, or any political subdivision or agency thereof, or which such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid and subsisting existence and business of the Partnership. The General Partner must cause any required amendment to the Certificate to be filed promptly following the event requiring said amendment. All amendments may be signed by the General Partner (as required by the Delaware Act) and may be signed either personally or by an attorney-in-fact.
(c) The General Partner may change the domicile of the Partnership to another state, country or other jurisdiction where advisable due to legal, tax or other considerations; provided that no such change of domicile would reasonably be expected to have a material adverse effect on the Limited Partners.
Continuation of Limited Partnership. The General Partners and the Limited Partners hereby continue the limited partnership pursuant to the California Revised Limited Partnership Act. The parties hereto do hereby amend and restate the Original Agreement by substituting this Agreement in its entirety for the Original Agreement. As of the date hereof, the Original Agreement shall be of no further force or effect , and all rights and obligations of the Partners shall be governed by this Agreement. All references to "Partner" or "Partners" in this Agreement shall include the General Partners and the Limited Partners.
Continuation of Limited Partnership. The Partners agree to continue the Partnership which was formed pursuant to the Act and the filing of the Certificate of Limited Partnership of the Partnership with the Secretary on April 12, 2000, and agree that for purposes of the Act and this Agreement the Partnership was not and shall not be deemed to have dissolved as a result of any of the matters described in Recital C above. Xxxxx is authorized to file with the Secretary an amendment to the Certificate of Limited Partnership of the Partnership reflecting (1) the admission of Xxxxx as General Partner, (2) the withdrawal of VV City as a general partner, and (3) the change in the name of the Partnership to Xxxxx-Xxxx Venture, L.P. The rights and duties of the Partners shall be as provided in the Act, except as modified by this Agreement. The Partners hereby agree to the terms and conditions of this Agreement, as it may from time to time be amended according to its terms. To the extent any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be considered amended to the smallest degree possible in order to make this Agreement effective under the Act. If the Act is subsequently amended or interpreted in such a way to make any provision of this Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment.
Continuation of Limited Partnership. The Partners agree to the continuation of the Partnership pursuant to the Act. The Partners agree that the General Partner shall be authorized to file any necessary or appropriate amendment to the Certificate of Limited Partnership of the Partnership. The rights and duties of the Partners shall be as provided in the Act, except as modified by this Agreement. The Partners hereby agree to the terms and conditions of this Agreement, as it may from time to time be amended according to its terms. To the extent that any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be considered amended to the smallest degree possible in order to make this Agreement effective under the Act. In the event the Act is subsequently amended or interpreted in such a way to make any provision of this Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment.”
