Effect on General Partner and Special Limited Partner Interest Sample Clauses

Effect on General Partner and Special Limited Partner Interest. If, upon occurrence of the withdrawal or removal of the General Partner, the Fund continues under a successor general partner, the replaced General Partner shall select an independent appraiser to determine value of each of the replaced General Partner’s Capital Account and the Special Limited Partner’s Capital Account assuming that the Fund was dissolved, the property of the Fund was sold for cash at the fair market value thereof and the Final Distribution was made on the effective date thereof. Immediately after such revaluation, each of the replaced General Partner’s interest in the Fund and the Special Limited Partner’s interest in the Fund, including their respective then existing Capital Accounts (after giving effect to such revaluation), shall be converted to, and treated going forward as, a separate special limited partnership interest in the Fund. As such a special limited partner, each of the replaced General Partner and the Special Limited Partner shall thereafter be (i) treated as having made a Commitment equal to, and to have contributed to the Fund as a Capital Contribution an amount equal to, the full balance of its Capital Account (after giving effect to such revaluation) in exchange for such special limited partnership interest and (ii) treated as having an unpaid Commitment equal to the balance of the General Partner’s and Special Limited Partner’s, as applicable, unpaid Commitment immediately prior to such revaluation and (iii) entitled to all of the rights and duties of a Limited Partner, including the right to receive distributions as a Limited Partner and the obligation to fund the remaining balance of its unpaid Commitment, but shall have no right to vote with the Limited Partners, and the interest acquired by such person will be disregarded in determining whether any action has been taken by any percentage of the Limited Partner interests.
Sample 1
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Related to Effect on General Partner and Special Limited Partner Interest

  • Project partners and partnership agreements 1. A project may be implemented in a partnership between the Project Promoter and project partners as defined in paragraph 1(w) of Article 1.6

  • General Partner (a) The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.

  • Partnership Agreement Units issued upon payment of the Phantom Units shall be subject to the terms of the Plan and the Partnership Agreement. Upon the issuance of Units to the Participant, the Participant shall, automatically and without further action on his or her part, (i) be admitted to the Partnership as a Limited Partner (as defined in the Partnership Agreement) with respect to the Units, and (ii) become bound, and be deemed to have agreed to be bound, by the terms of the Partnership Agreement.

  • Certificate of Limited Partnership The General Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents that the General Partner determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business or own property. To the extent the General Partner determines such action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or any amendment thereto to any Limited Partner.

  • New Partners No person shall be admitted as a Partner of the Partnership except with the consent of all the Partners who shall determine the terms and conditions upon which such admission is to be effective.

  • Partnership Working 7.1 Partnerships will be supported by local authorities on four levels between:

  • Additional Members One or more additional members may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional members to the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have such additional members. Each additional member shall execute and deliver a supplement or counterpart to this Agreement, as necessary.

  • Additional Partners (a) Effective on the first day of any month (or on such other date as shall be determined by the General Partner in its sole discretion), the General Partner shall have the right to admit one or more additional or substitute persons into the Partnership as Limited Partners or Special Partners. Each such person shall make the representations and certifications with respect to itself set forth in Section 3.6 and Section 3.7. The General Partner shall determine and negotiate with the additional Partner (which term shall include, without limitation, any substitute Partner) all terms of such additional Partner’s participation in the Partnership, including the additional Partner’s initial GP-Related Capital Contribution, Capital Commitment-Related Capital Contribution, GP-Related Profit Sharing Percentage and Capital Commitment Profit Sharing Percentage. Each additional Partner shall have such voting rights as may be determined by the General Partner from time to time unless, upon the admission to the Partnership of any Special Partner, the General Partner shall designate that such Special Partner shall not have such voting rights (any such Special Partner being called a “Nonvoting Special Partner”). Any additional Partner shall, as a condition to becoming a Partner, agree to become a party to, and be bound by the terms and conditions of, the Trust Agreement. If Blackstone or another or subsequent holder of an Investor Note approved by the General Partner for purposes of this Section 6.1(a) shall foreclose upon a Limited Partner’s Investor Note issued to finance such Limited Partner’s purchase of his or her Capital Commitment Interests, Blackstone or such other or subsequent holder shall succeed to such Limited Partner’s Capital Commitment Interests and shall be deemed to have become a Limited Partner to such extent. Any additional Partner may have a GP-Related Partner Interest or a Capital Commitment Partner Interest, without having the other such interest.

  • Annual Membership Fee You agree to pay in advance a nonrefundable annual membership fee shown on page 1, whether or not you use your Card or Credit Card account. The fee will be charged on a periodic statement shortly after you open your Credit Card account and after that in the same month every year. We reserve the right to waive all or a portion of the annual fee.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

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