Foundation Partners Clause Samples
The 'Foundation Partners' clause defines the individuals or entities recognized as the original or principal contributors to the establishment of a foundation or similar organization. This clause typically lists the names or roles of these partners and may outline their initial contributions, rights, or responsibilities within the foundation. By clearly identifying the founding members, the clause ensures transparency regarding the foundation's origins and helps delineate authority and decision-making power among its primary stakeholders.
Foundation Partners. To the extent LumiraDx is unable to meet demand of the TB Lysis System for use with third party tuberculosis tests, as determined by the Foundation, the Foundation shall be entitled to exercise the Humanitarian License to have another party manufacture the TB Lysis System for such third party use in Developing Countries for the purpose of achieving Global Access solely connection with tuberculosis. In such case LumiraDx shall cooperate with any Technology Transfer in accordance with Section 3(o) of the Letter Agreement. .”
Foundation Partners. (a) Notwithstanding any other provision of this Agreement to the contrary, each Limited Partner that is a private foundation within the meaning of Section 509(a) of the Code (a “Foundation Partner”) may elect to withdraw from the Partnership or reduce its interest therein, or upon demand by the General Partner shall withdraw from the Partnership, or reduce its interest therein, if either the Foundation Partner or the General Partner shall deliver an opinion of counsel (which counsel and opinion shall be reasonably acceptable to both the Foundation Partner and the General Partner) to the effect that there is a material likelihood that such withdrawal or reduction will be necessary in order for the Foundation Partner, the Partnership or the General Partner (or any Affiliate of the General Partner) to avoid (i) excise taxes imposed by Subchapter A of Chapter 42 of the Code (other than Section 4940, 4942, 4947 or 4948 thereof) (“Excise Taxes”), or (ii) a material breach of the fiduciary duties of its trustees under any federal or state law applicable to private foundations or any rule or regulation adopted thereunder by any agency, commission, or authority having jurisdiction (other than a breach of fiduciary duties of such trustees based upon the investment strategy or performance of the Partnership) and, in the case of a reduction, specifying the reduction in such Foundation Partner’s interest in the Partnership required to avoid such imposition of tax. In the event of the issuance of the opinion of counsel referred to in the preceding sentence, the withdrawal or reduction in interest by the Foundation Partner, and the disposition of the Foundation Partner’s interest in the Partnership, shall be governed by Section 10.18 as if the Foundation Partner were an ERISA Partner; provided, however, that in the case of a reduction in the Foundation Partner’s interest, the aggregate amount that the Foundation Partner shall be entitled to receive with respect to such reduction will be an amount equal to the amount the Foundation Partner would have been entitled to receive pursuant to Section 10.18 had such Partner withdrawn pursuant to this Section 10.26 multiplied by the percentage by which its interest in the Partnership is to be reduced (and the Foundation Partner’s unpaid Capital Commitment to the Partnership shall be reduced (and the amount of such Foundation Partner’s Capital Commitment paid to the Partnership shall be deemed similarly reduced) by the same percen...
Foundation Partners. Notwithstanding any provision of this Agreement to the contrary, any Limited Partner that is a "private foundation" as described in Section 509 of the Code (a "Foundation Partner"), may elect to withdraw from the Partnership, and upon demand by the General Partner shall withdraw from the Partnership, if either the Foundation Partner or the General Partner shall obtain an opinion of counsel, in form and substance reasonably satisfactory to the General Partner, and signed by counsel reasonably acceptable to the General Partner, to the effect that such withdrawal is necessary in order for the Foundation Partner to avoid (a) excise taxes imposed by Subchapter A of Chapter 42 of the Code (other than Section 4940 or Section 4942 or, except to the extent such excise taxes are imposed as a direct result of a Subsequent Change, as defined below, Section 4944 thereof) or (b) a material breach of the fiduciary duties of its trustees under any federal or state law applicable to private foundations or any rule or regulation adopted thereunder by any agency,commission or authority having jurisdiction, provided that such breach is the direct result of a change in the laws applicable to private foundations or in the investment purpose of the Partnership, which change becomes effective after the date of the Closing in which the Foundation Partner becomes a Partner in the Partnership (a "Subsequent Change"). In the event of the issuance of the opinion of counsel referred to in the preceding sentence, the withdrawal of and disposition of the Foundation Partner's interest in the Partnership shall be governed by paragraph 3.4(b) as if the Foundation Partner were an ERISA Partner.
Foundation Partners