NO TERMINATION OF PARTNERSHIP Sample Clauses

NO TERMINATION OF PARTNERSHIP. The Bank agrees that in no event shall the exercise of the Bank's remedies as a secured creditor with a security interest in the Carlyle Interests, nor any subsequent transfer of the Carlyle Interests by the Bank or its successor or permitted assignee, result in the termination of the South Tower limited liability company under Section 708 of the Internal Revenue Code; provided, however, in determining whether a transfer of the Carlyle Interests would cause a Section 708 termination, the Bank shall be permitted to disregard any transfer of the MP interest, or any portion thereof, during the preceding 12 month period. However, should the Bank succeed to the Carlyle Interests, the Bank shall thereafter have no less rights than Carlyle would have under the Operating Agreement, none of which shall be impaired by the provisions of this Addendum, addressing the issues regarding the Bank's position as a secured creditor of Carlyle. Nothing contained herein relating to the transfer of the Carlyle Interests pursuant to the Bank's rights as a secured creditor shall abridge or limit any other or greater rights the Bank or any affiliate may have under the Operating Agreement should the Bank or any affiliate acquire the Carlyle Interests or any other interest of another member in South Tower.
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NO TERMINATION OF PARTNERSHIP. No assignment or transfer permitted hereunder when aggregated with all other transfers or assignments of percentage interests of General and Limited Partners during the then current taxable year of the Partnership may be made if all such assignments, in the aggregate, exceed forty-nine percent (49%) of all percentage interests of General and Limited Partners.
Sample 1
NO TERMINATION OF PARTNERSHIP. PERC Management hereby represents and warrants to Prudential, the Agent and each of the Banks that the transaction contemplated or effected by the LP Purchase Agreement and this Agreement with respect to the LP Purchase will not cause a termination of the Partnership under Section 708(b) of the Internal Revenue Code of 1986, as amended.
Sample 1

Related to NO TERMINATION OF PARTNERSHIP

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

  • Negation of Partnership Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease.

  • No Termination This is a continuing irrevocable guaranty and shall remain in full force and effect and be binding upon the undersigned, and each of the undersigned's successors and assigns, until all of the Obligations have been paid in full and Laurus' obligation to extend credit pursuant to the Documents has been irrevocably terminated. If any of the present or future Obligations are guarantied by persons, partnerships or corporations in addition to the undersigned, the death, release or discharge in whole or in part or the bankruptcy, merger, consolidation, incorporation, liquidation or dissolution of one or more of them shall not discharge or affect the liabilities of any undersigned under this Guaranty.

  • Formation of Partnership The Managing GP, the Liquidation GP and the Limited Partner agreed to and formed a limited partnership pursuant to the laws of the Province of Ontario on October 5, 2007. The parties hereto have agreed to confirm their agreements relating to the Partnership on the terms and conditions set out in this Agreement. The Partnership will be effective as a limited partnership from October 5, 2007, the date on which the Declaration was filed in accordance with the LP Act, and the Partnership will file any documents necessary as a result of the amendments reflected in this Agreement.

  • No Termination or Abatement Lessee shall remain obligated under this Lease in accordance with its terms and shall not take any action to terminate, rescind or avoid this Lease, notwithstanding any action for bankruptcy, insolvency, reorganization, liquidation, dissolution, or other proceeding affecting any Person or any Governmental Authority, or any action with respect to this Lease or any Operative Agreement which may be taken by any trustee, receiver or liquidator of any Person or any Governmental Authority or by any court with respect to any Person, or any Governmental Authority. Lessee hereby waives all right (a) to terminate or surrender this Lease (except as permitted under the terms of the Operative Agreements) or (b) to avail itself of any abatement, suspension, deferment, reduction, setoff, counterclaim or defense with respect to any Rent. Lessee shall remain obligated under this Lease in accordance with its terms and Lessee hereby waives any and all rights now or hereafter conferred by statute or otherwise to modify or to avoid strict compliance with its obligations under this Lease. Notwithstanding any such statute or otherwise, Lessee shall be bound by all of the terms and conditions contained in this Lease.

  • No Termination Event There shall not have occurred any event that would permit the Agent to terminate this Agreement pursuant to Section 12(a).

  • 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.

  • Termination of Agreement for Cause 5.1.1. If A/E breaches any of the covenants or conditions of this AGREEMENT, COUNTY shall have the right to terminate this AGREEMENT upon ten (10) days written notice prior to the effective day of termination. 5.1.2. A/E shall have the opportunity to cure the alleged breach prior to termination. 5.1.3. In the event the alleged breach is not cured by A/E prior to termination, all work performed by A/E pursuant to this AGREEMENT, which work has been reduced to plans or other documents, shall be made available to COUNTY.

  • Termination of Trust Section 9.01

  • Termination of Contract for Cause 5.1.1 If A-E breaches any of the covenants or conditions of this CONTRACT, COUNTY shall have the right to terminate this CONTRACT upon ten (10) days written notice prior to the effective day of termination. 5.1.2 A-E shall have the opportunity to cure the alleged breach prior to termination. 5.1.3 In the event the alleged breach is not cured by A-E prior to termination, all work performed by A-E pursuant to this CONTRACT, which work has been reduced to plans or other documents, shall be made available to COUNTY.

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