Contribution by the General Partner Sample Clauses

Contribution by the General Partner. Within five (5) days of signing this Agreement, the General Partner shall contribute to the capital of the Partnership cash in the amount of $9,900 in exchange for 990 General Partnership Units (representing a 99.0% interest in the Partnership).
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Contribution by the General Partner. The General Partner shall initially contribute ONE DOLLAR ($1.00) to the capital of the Partnership. Thereafter, the General Partner shall not be required to contribute monetary funds to the capital and equity of the Partnership in exchange for its equity interest therein as set forth below. The General Partner shall be required to provide and to render all required management and development services to the Partnership for the Property and the Project, inclusive, as well as to obtain all necessary acquisition, development and construction funding for the acquisition of the Property and the development of the Project and shall be subject to all of the liabilities of the Partnership except as otherwise agreed between the General Partner and the Partnership and the General Partner and its creditors.
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Contribution by the General Partner. The General Partner hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers its 14.0% membership interest in EP LLC to the Partnership in exchange for (a) 1,175,102 General Partner Units representing a continuation of its 2% general partner interest in the Partnership (after giving effect to any exercise of the Underwriters’ Option and the Deferred Issuance) and (b) the issuance to the General Partner of the Incentive Distribution Rights, and the Partnership hereby accepts such contribution as a capital contribution from the General Partner.
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Contribution by the General Partner. Immediately after the consummation of the transactions contemplated by Section 2.2(b), the General Partner shall contribute, transfer, convey, assign and deliver to the Partnership, and the Partnership shall acquire and accept from the General Partner, all the Contributable LLC Interests free and clear of all Liens in satisfaction of the obligations of the General Partner under Section 5.2(b) of the Partnership Agreement.
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Contribution by the General Partner. In partial exchange for its services, the General Partner shall be issued 100,000 Limited Partnership Units. The General Partner shall render services to the Partnership as general partner and otherwise, and shall be subject to the liabilities of the Partnership for which it shall have an interest in the Partnership as described herein.
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Contribution by the General Partner. On the Exchange Date (i) the General Partner shall contribute to the Partnership the shares of Class A Common Stock and/or Cash Settlement that the General Partner has elected to deliver and that the Partner is entitled to receive in the applicable Exchange and (ii) the Partnership shall issue to the General Partner a number of Class A Interests equal to the number of Exchangeable Interests surrendered by the Partner.
Sample 1
Contribution by the General Partner. On any date on which, pursuant to this Article III, Limited Partners each make payments of Contributed Capital, the General Partner shall have contributed cash, in the aggregate, equal to 1.01% of the aggregate cash Contributed Capital paid by the Limited Partners as of each such date. Amounts credited under Section 3.01(f) shall be deemed to meet, in part, the requirements of this Section 3.03.
Sample 1
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Contribution by the General Partner. The General Partner shall contribute to the capital of the Partnership cash in the amount of 0.1% of the net purchase price (after closing prorations and adjustments) plus closing and other costs associated with the purchase of the Project by the Partnership.
Sample 1

Related to Contribution by the General Partner

  • Amendments to be Adopted Solely by the General Partner Each Partner agrees that the General Partner, without the approval of any Partner, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

  • Liability of the General Partner A. Notwithstanding anything to the contrary set forth in this Agreement, none of the General Partner nor any of its officers, directors, agents or employees shall be liable or accountable in damages or otherwise to the Partnership, any Partners or any Assignees, or their successors or assigns, for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or any act or omission if the General Partner acted in good faith.

  • Outside Activities of the General Partner (a) Without the Consent of the Limited Partners, the General Partner shall not directly or indirectly enter into or conduct any business other than in connection with the ownership, acquisition, and disposition of Partnership Interests and the management of its business and the business of the Partnership, and such activities as are incidental thereto.

  • Contributions by the General Partner and its Affiliates The General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

  • Ownership of the General Partner Teekay Holdings directly owns a 100% membership interest in the General Partner; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as amended on or prior to the date hereof (the “General Partner LLC Agreement”), and is fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 51 of the Xxxxxxxx Islands Limited Liability Company Act); and Teekay Holdings owns such membership interest free and clear of all Liens.

  • Ownership of the General Partner Interest in the Partnership The General Partner is the sole general partner of the Partnership with a 2% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, the General Partner owns its general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws).

  • Removal of the General Partner The General Partner may be removed if such removal is approved by the Unitholders holding at least 66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class and Unitholders holding a majority of the outstanding Subordinated Units (if any Subordinated Units are then Outstanding) voting as a class (including, in each case, Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

  • Transfer of the General Partner’s General Partner Interest (a) Subject to Section 4.6(c) below, prior to June 30, 2015, the General Partner shall not transfer all or any part of its General Partner Interest (represented by General Partner Units) to a Person unless such transfer (i) has been approved by the prior written consent or vote of the holders of at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates) or (ii) is of all, but not less than all, of its General Partner Interest to (A) an Affiliate of the General Partner (other than an individual) or (B) another Person (other than an individual) in connection with the merger or consolidation of the General Partner with or into such other Person or the transfer by the General Partner of all or substantially all of its assets to such other Person.

  • Withdrawal of the General Partner (a) The General Partner shall be deemed to have withdrawn from the Partnership upon the occurrence of any one of the following events (each such event herein referred to as an “Event of Withdrawal”);

  • Loans from the General Partner; Loans or Contributions from the Partnership or Group Members (a) The General Partner or any of its Affiliates may lend to any Group Member, and any Group Member may borrow from the General Partner or any of its Affiliates, funds needed or desired by the Group Member for such periods of time and in such amounts as the General Partner may determine; provided, however, that in any such case the lending party may not charge the borrowing party interest at a rate greater than the rate that would be charged the borrowing party or impose terms less favorable to the borrowing party than would be charged or imposed on the borrowing party by unrelated lenders on comparable loans made on an arm’s-length basis (without reference to the lending party’s financial abilities or guarantees), all as determined by the General Partner. The borrowing party shall reimburse the lending party for any costs (other than any additional interest costs) incurred by the lending party in connection with the borrowing of such funds. For purposes of this Section 7.6(a) and Section 7.6(b), the term “Group Member” shall include any Affiliate of a Group Member that is controlled by the Group Member.

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