Partnership Capitalization; Title to Partnership Interests Sample Clauses

Partnership Capitalization; Title to Partnership Interests. Except as otherwise set forth in the Partnership Agreement, Palm Resort owns and holds the Interest beneficially and of record and free and clear of any Liens and of any right of assignment or options of any third party. Palm Resort has paid in full and is not in default with respect to any capital contribution required to be paid by it pursuant to the Partnership Agreement. There are no rights, options, subscriptions, or other agreements of any kind to purchase or to acquire, receive or be issued any interest in respect of the Interest existing in favor of any person, and there are no agreements of any kind to which Palm Resort is a party, other than the Partnership Agreement and this Agreement, providing for or restricting the governance or control of the Partnership or the issuance or transfer, directly or indirectly, of any interest in the Interest. Except as set forth in the Partnership Agreement, Palm Resort has no agreements or commitments of any kind in its capacity as a general partner of the Partnership to cause the Partnership to contribute, make loans, or guarantee the contribution or loan of any Person, whether directly or indirectly, and after the Closing with respect to the Partnership, Fairfield shall not be deemed to have assumed, been assigned or otherwise be obligated or responsible for any such agreement or commitment to the Partnership. The Partnership Agreement is in full force and effect.
Sample 1
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Partnership Capitalization; Title to Partnership Interests. Except as ------------------------------------------------------------ otherwise set forth in the Partnership Agreement, Ocean Ranch owns and holds the Interest beneficially and of record and free and clear of any Liens and of any right of assignment or options of any third party. Ocean Ranch has paid in full and is not in default with respect to any capital contribution required to be paid by it pursuant to the Partnership Agreement. There are no rights, options, subscriptions, or other agreements of any kind to purchase or to acquire, receive or be issued any interest in respect of the Interest existing in favor of any person, and there are no agreements of any kind to which Ocean Ranch is a party, other than the Partnership Agreement and this Agreement, providing for or restricting the governance or control of the Partnership or the issuance or transfer, directly or indirectly, of any interest in the Interest. Except as set forth in the Partnership Agreement, Ocean Ranch has no agreements or commitments of any kind in its capacity as a general partner of the Partnership to cause the Partnership to contribute, make loans, or guarantee the contribution or loan of any Person, whether directly or indirectly, and after the Closing with respect to the Partnership, Fairfield shall not be deemed to have assumed, been assigned or otherwise be obligated or responsible for any such agreement or commitment to the Partnership. The Partnership Agreement is in full force and effect.
Sample 1

Related to Partnership Capitalization; Title to Partnership Interests

  • 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.

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

  • Title to Partnership Assets Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner or Assignee, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner, one or more of its Affiliates or one or more nominees, as the General Partner may determine. The General Partner hereby declares and warrants that any Partnership assets for which record title is held in the name of the General Partner or one or more of its Affiliates or one or more nominees shall be held by the General Partner or such Affiliate or nominee for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use reasonable efforts to cause record title to such assets (other than those assets in respect of which the General Partner determines that the expense and difficulty of conveyancing makes transfer of record title to the Partnership impracticable) to be vested in the Partnership as soon as reasonably practicable; provided, further, that, prior to the withdrawal or removal of the General Partner or as soon thereafter as practicable, the General Partner shall use reasonable efforts to effect the transfer of record title to the Partnership and, prior to any such transfer, will provide for the use of such assets in a manner satisfactory to the General Partner. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which record title to such Partnership assets is held.

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

  • Title to Partnership Property All property owned by the Partnership shall be deemed to be owned by the Partnership as an entity, and no Partner, individually, shall have any ownership interest in any such property. Title to Partnership property may be held in street name or another sort of nominee arrangement if the General Partner determines that such arrangement is in the Partnership's best interest.

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Partnership Interest Except as provided in this Agreement and the Transferor Partnership Agreement, no right (contingent or otherwise) to purchase or acquire the Transferor Partnership Interests held by such Transferor Partner is authorized or outstanding. Except as disclosed on Schedule 5.34, such Transferor Partner owns and holds the Transferor Partnership Interests set forth opposite its name on Schedule I beneficially and of record free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. Prior to the Closing, all liens disclosed on Schedule 5.34 will be paid in full. Upon the Closing, good, valid, marketable, and indefeasible title to such Transferor Partnership Interests shall be vested in the BRI Partnership free and clear of any lien, claim, charge, pledge, encumbrance, limitation, agreement or instrument whatsoever. The provisions of this Section 5.34 shall survive the Closing indefinitely.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Partnership Units Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately redemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on the number of Partnership Units held by, and the Percentage Interest of, any Partner. Each Partnership Unit shall entitle the holder thereof to one vote on all matters on which the Partners (or any portion of the Partners) are entitled to vote under this Agreement.

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