Partnership Assets. The credit and assets of the Partnership shall be used solely for the benefit of the Partnership and shall not otherwise be used to further the personal gain of any of the Partners. Title to and ownership of all of the assets of the Partnership shall at all times be vested in and stand in the name of the Partnership. The General Partner shall execute, file and record such documents which may become necessary to reflect the Partnership's ownership of such property in such public offices as may be required.
Partnership Assets. [YOU WILL NEED TO DECIDE HOW BAND ASSETS LIKE A WEBSITE, YOUTUBE CHANNEL, ACCOUNTS AT STREAMING AND HOSTING SERVICES LIKE SOUNDCLOUDO OR BANDCAMP, SUBSCRIPTIONS TO COMPOSITION AND EDITING SOFTWARE, ARE ACQUIRED AND PAID FOR, WHO CAN ACCESS THEM, AND WHO OWNS THEM. YOU CAN PAY FOR THEM OUT OF GIG AND SALES MONEY IN THE BAND BANK ACCOUNT, OR MEMBERS CAN MAKE CAPITAL CONTRIBUTIONS TO FUND AT LEAST THE START-UP OF THESE ASSETS.]
Partnership Assets. (a) The Partners shall use the Partnership's credit and assets solely for the benefit of the Partnership. All real and personal property owned by the Partnership shall be owned by the Partnership, and the Partners as such shall have no direct interest therein.
(b) To the extent allowable under applicable law, title to all or any part of the properties of the Partnership may be held in the name of the Partnership or any other Person as nominee for the Partnership. Any such title holder shall perform any and all of its respective functions to the extent and upon such terms and conditions as may be determined from time to time by the General Partner.
(c) No Partner shall, either directly or indirectly, take any action to require partition or appraisement of the Partnership or of any of its assets or properties or cause the sale of any Partnership property for other than a Partnership purpose, and notwithstanding any provision of applicable law to the contrary, each Partner (and its legal representatives, successors and assigns) hereby irrevocably waives any and all right to maintain any action for partition or to compel any sale with respect to its Partnership Interest or with respect to any assets or properties of the Partnership, except as expressly provided in this Agreement.
Partnership Assets. 6.1 The Manager shall not use the Partnership’s money in the course of its business or hold the Partnership’s money, which shall be held in the Partnership’s Bank Account. The Manager will ensure that any cheques or bankers drafts for income or other distributions payable to the Partnership or for monies in payment for Investments disposed of for the account of the Partnership (or in payment for any other sum payable to the Partnership) which are received by the Manager are paid as soon as practicable direct to the Partnership’s Bank Accounts without passing through any account in the name of the Manager.
6.2 The Manager is hereby mandated by the Partnership to operate the Partnership’s Bank Accounts.
6.3 The Manager agrees that any Partnership money received or held by it shall not be the property of the Manager and shall accordingly be held by the Manager as bare trustee for the benefit of the Partnership to the fullest extent permissible as a matter of law.
Partnership Assets. 5.1 If, and to the extent that section 20 of the Law applies to the Partnership, the General Partner, the Limited Partner and the Managing Limited Partner declare that the trust (or as the case may be the deemed trust) on which the General Partner holds any property of the Partnership which is:
5.1.1 transferred to, vested in or held on behalf of the General Partner; or
5.1.2 transferred to or vested in the name of the Partnership, is a trust (or deemed trust) in favour of the Partnership itself (and not the Partners).
Partnership Assets. 0.9.1. The Partnership or a Subsidiary has good and valid title to (or, in the case of the Partnership Assets that are leased, valid leasehold interests in) the Partnership Assets (other than Owned Real Property, Leased Real Property and Other Real Property Interests, as to which representations and warranties in Section 3.5 apply). The Partnership Assets are free and clear of all Liens, except Permitted Liens.
0.9.2. Except as set forth on Schedule 3.3(b), the Partnership Assets include substantially all of the assets necessary to permit the Partnership to conduct the Partnership's Business substantially as it is being conducted and operated on the date of this Agreement and to operate the Partnership Systems in material compliance with all Legal Requirements. The Sellers have previously delivered to Buyer a list of the material items of Tangible Personal Property. Except as described on Schedule 3.3(b), the material Tangible Personal Property is in operating condition and repair (ordinary wear and tear excepted) and is suitable for continued use in the manner in which it is presently being used.
Partnership Assets. (a) The Partners shall use the Partnership's credit and assets solely for the benefit of the Partnership. All real and personal property owned by the Partnership shall be owned by the Partnership as an Entity. Each Partner's interest in the Partnership shall be personal property for all purposes.
(b) No Partner shall, either directly or indirectly, take any action to require partition or appraisement of the Partnership or of any of its assets or properties or cause the sale of any Partnership property for other than a Partnership purpose, and notwithstanding any provision of applicable law to the contrary, each Partner (and its legal representatives, successors and assigns) hereby irrevocably waives any and all right to maintain any action for partition or to compel any sale with respect to its Partnership Interest or with respect to any assets or properties of the Partnership, except as expressly provided in this Agreement.
Partnership Assets. Each Partnership shall deliver to Purchaser a limited warranty deed, bill ox xxle and such other instruments necessary to convey insurable fee simple title to its real estate assets and all of its right, title and interest in all of its other assets (subject to Permitted Liens and such other security interests and permitted exceptions as are approved by the Purchaser) to the Purchaser or its designee. In connection therewith, the Sellers hereby represent and warrant to the Purchaser that, as of the date thereof, each such conveyance will be duly authorized in accordance with Applicable Law and the relevant partnership agreement and that such conveyance will constitute a valid, legal and binding obligation of the relevant partnership, enforceable against it in accordance with the terms of the relevant conveyancing document.
Partnership Assets. Liability for the obligations of the Partnership hereunder shall be without recourse to the assets of the General Partner (or its shareholders, directors or officers) other than its partnership interest in the Partnership, whether or not distributed.
Partnership Assets. In connection with the winding up of the Partnership, (i) the Partnership shall, subject to the terms and conditions hereof, make a liquidating distribution of an undivided 65% of the Partnership ECF Assets to BOLP (as one of the designated recipients of BBEP’s liquidating distribution under Section 10.3(b) of the Partnership Agreement) (such interest in the Partnership ECF Assets, the “BBEP Partnership ECF Assets”); (ii) BOLP shall, subject to the terms and conditions hereof, assume an undivided 65% of the Partnership ECF Obligations (such interest in the Partnership ECF Obligations, the “BBEP Partnership ECF Obligations”); (iii) the Partnership shall, subject to the terms and conditions hereof, make a liquidating distribution of an undivided 65% of the Partnership Sxxxxxxx Assets to BBF (as the other designated recipient of BBEP’s liquidating distribution under Section 10.3(b) of the Partnership Agreement) (such interest in the Partnership Sxxxxxxx Assets, the “BBEP Partnership Sxxxxxxx Assets”); (iv) BBF shall, subject to the terms and conditions hereof, assume an undivided 65% of the Partnership Sxxxxxxx Obligations (such interest in the Partnership Sxxxxxxx Obligations, the “BBEP Partnership Sxxxxxxx Obligations”); (v) the Partnership shall, subject to the terms and conditions hereof, make a liquidating distribution of an undivided 35% of the Partnership Assets to PCEC (as the designated recipient of BEP’s liquidating distribution under Section 10.3(b) of the Partnership Agreement) (such interest in the Partnership Assets, the “PCEC Partnership Assets”); and (vi) PCEC shall, subject to the terms and conditions hereof, assume an undivided 35% of the Partnership Obligations (such interest in the Partnership Obligations, the “PCEC Partnership Obligations”).
