Nature of the Partnership Sample Clauses

Nature of the Partnership. Our role under this Agreement is that of an independent contractor; this Agreement does not create a joint venture, fiduciary relationship, partnership, or any form of joint enterprise between us. You acknowledge that your decision to enter into this Agreement and any evaluations regarding the merits or drawbacks of any particular product or service, forecasts of future energy prices, or any other considerations under this Agreement have been made independently, without reliance on any information or representations from us. Your decision to engage in this Agreement and any subsequent decisions or actions are based solely on your own analysis or that of your advisors, not on any assurances or statements provided by us. It is important to note that the program selected does not ensure any specific pricing benefits or savings.
Sample 1Sample 2Sample 3See All (10)
Nature of the Partnership. It is intended that the Partnership continue to be a limited partnership meeting the definition of "Partnership" contained in Section 7701 of the Code and the Tax Regulations. All rights, liabilities and obligations of the General Partner and the Limited Partners, both as among themselves and as to Persons not parties to this Agreement, shall be as provided in the Act, except to such extent as may be otherwise expressly provided herein.
Sample 1Sample 2
Nature of the Partnership. PARTNERSHIP 1.01: The Partners desire to enter into a mutual limited partnership. 1.02: The Partnership shall exclusively invest in convertible preferred shares of a newly formed Nevada Corporation which will in turn invest in gas pipelines and gas gathering systems. 1.03: The name of the Partnership shall be “JMGG Partners, LTD.” 1.04: The Partnership commenced on or about December 30, 2003, and shall continue until the earlier of an IPO of the newly formed Nevada Corporation or two years, at which time the shares of the newly formed Nevada Corporation will be distributed proportionately to the Limited Partners.
Sample 1
Nature of the Partnership. The Partnership shall be a private equity investment fund registered as a limited partnership. After its establishment, the Manager shall procure filing and registration of the Partnership with the AMAC prior to the commencement of its investment activities. The business scope of the Partnership includes engaging in activities such as equity investment, investment management and asset management as a private fund (the final business scope shall be subject to approval by the business registration authority as the permitted business scope).
Sample 1
Nature of the Partnership. ‌ 3.1.1 The Partnership is an en commandite partnership. 3.1.2 In the event that the Partnership is unable to pay its debts, the liability of each Investor will be limited to the amount of its Outstanding Capital and the Undrawn Commitment which may be drawn down from that Investor in terms of this Agreement. 3.1.3 The liability of the General Partner to third parties is unlimited.
Sample 1

Related to Nature of the Partnership

  • Management of the Partnership The Limited Partners shall not participate in the management or control of Partnership business nor shall they transact any business for the Partnership, nor shall they have the power to sign for or bind the Partnership, such powers being vested solely and exclusively in the General Partner.

  • BUSINESS OF THE PARTNERSHIP The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a REIT, and in a manner such that the General Partner will not be subject to any taxes under Section 857 or 4981 of the Code, (ii) to enter into any partnership, joint venture, co-ownership or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner’s right in its sole and absolute discretion to qualify or cease qualifying as a REIT, the Partners acknowledge that the General Partner intends to qualify as a REIT for federal income tax purposes and upon such qualification the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Charter. The General Partner on behalf of the Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

  • Purpose of the Partnership The purpose of the Partnership is to acquire, construct, own and operate the Apartment Housing in order to provide, in part, Tax Credits to the Partners in accordance with the provisions of the Code and the Treasury Regulations applicable to LIHTC and to sell the Apartment Housing. The Partnership shall not engage in any business or activity which is not incident to the attainment of such purpose.

  • Termination of the Partnership The Partnership shall terminate when all assets of the Partnership, after payment or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the Partners in the manner provided for in this Article VIII, and the Certificate shall have been canceled in the manner required by the Act.

  • By the Partnership In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Partnership will indemnify and hold harmless each Selling Holder participating therein, its directors, officers, employees and agents, and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and its directors, officers, employees or agents, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder, director, officer, employee, agent or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which such statement is made) contained in any Written Testing-the-Waters Communication, a Registration Statement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder, its directors, officers, employee and agents, and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings as such expenses are incurred; provided, however, that the Partnership will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder, its directors, officers, employees and agents or such controlling Person in writing specifically for use in any Written Testing-the-Waters Communication, a Registration Statement, or prospectus or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such directors, officers, employees agents or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

  • Capitalization of the Partnership Subject to Section 8.2, the Partnership is authorized to issue two classes of Partnership Interests. The Partnership Interests shall be designated as General Partner Interests and Limited Partner Interests, each having such rights, powers, preferences and designations as set forth in this Agreement.

  • Dissolution of the Partnership The General Partner may dissolve the Partnership prior to the expiration of its term at any time on not less than 60 days’ notice of the dissolution date given to the other Partners. Upon the dissolution of the Partnership, the Partners’ respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5.

  • General Partner The name and address of the general partner of the Partnership is Outback Steakhouse of Florida, Inc., 0000 X. Xxxx Xxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx 00000.

  • Partnership The Partnership shall be given days’ notice to purchase the ownership interest under the same terms agreed upon by the potential buyer.