Manager to Partnership and Partners Sample Clauses

Manager to Partnership and Partners. Manager shall indemnify the Partnership, each Partner, each Partner Affiliate, and each Partner's (and each Partner Affiliate's) officers, directors, employees, lessees, lenders and agents. ("Partnership Indemnitees"), and shall defend, save and hold each partnership Indemnitee harmless from and against all liabilities, losses, damages, penalties, claims, demands, actions, and related costs and expenses, incurred by or asserted against a Partnership Indemnitee as a result of the ownership, use or operation of the Transmission Line, to the extent that such liabilities, losses, damages, penalties, claims, demands, actions, costs and expenses arise out of or result from the fraud, negligence or willful misconduct of Manager, or its officers, directors, employees or agents, or from the breach by Manager of any of its duties or obligations under this Agreement.
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Related to Manager to Partnership and Partners

  • CORPORATE AND PARTNERSHIP AUTHORITY If Tenant is a corporation or partnership, or is comprised of either or both of them, each individual executing this Amendment for the corporation or partnership represents that he or she is duly authorized to execute and deliver this Amendment on behalf of the corporation or partnership and that this Amendment is binding upon the corporation or partnership in accordance with its terms.

  • Management of Partnership Section 2.01

  • Transfer of General Partner’s Partnership Interest A. Except in connection with a Termination Transaction permitted under Section 11.2.B, the General Partner shall not withdraw from the Partnership and shall not transfer all or any portion of its interest in the Partnership (whether by sale, statutory merger or consolidation, liquidation or otherwise), other than to an Affiliate, without the Consent of the Limited Partners, which may be given or withheld by each Limited Partner in its sole and absolute discretion, and only upon the admission of a successor General Partner pursuant to Section 12.1. Upon any transfer of a Partnership Interest in accordance with the provisions of this Section 11.2, the transferee shall become a substitute General Partner for all purposes herein, and shall be vested with the powers and rights of the transferor General Partner, and shall be liable for all obligations and responsible for all duties of the General Partner, once such transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Partnership Interest so acquired. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor General Partner under this Agreement with respect to such transferred Partnership Interest, and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor General Partner are assumed by a successor corporation by operation of law) shall relieve the transferor General Partner of its obligations under this Agreement without the Consent of the Limited Partners, in their reasonable discretion. In the event the General Partner withdraws from the Partnership, in violation of this Agreement or otherwise, or otherwise dissolves or terminates, or upon the Incapacity of the General Partner, all of the remaining Partners may elect to continue the Partnership business by selecting a substitute General Partner in accordance with the Act.

  • Partnership Name The name of the Partnership is “OZ Advisors II LP.” The name of the Partnership may be changed from time to time by the General Partner.

  • Formation of Partnership The Partnership was formed on August 3, 2018 pursuant to the provisions of the Delaware Act.

  • Tax Partnership It is the intention of the Members that the Company be classified as a partnership for U.S. federal income tax purposes. Unless otherwise approved by each Member, neither the Company nor any Member shall make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state Law or to be classified as other than a partnership pursuant to Treasury Regulation Section 301.7701-3.

  • Subsidiaries and Partnerships Borrower has no subsidiaries and is not a party to any partnership agreement or joint venture agreement.

  • 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.

  • Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

  • Operating Partnership Agreement The Operating Partnership Agreement, in substantially the form attached hereto as Exhibit B, shall have been executed and delivered by the partners of the Operating Partnership and shall be in full force and effect and, except as contemplated by Section 2.03 or the other Formation Transaction Documents, shall not have been amended or modified.

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