PARTNERSHIP COVENANTS Sample Clauses
PARTNERSHIP COVENANTS. A. Upon the request of Home Properties, the Partnership will provide, or cause to be provided, a signed representation letter substantially in the form attached hereto as EXHIBIT I. The Partnership will provide access by Home Properties' representatives, to all financial and other information relating to the Property as is sufficient to enable them to prepare audited financial statements, at Home Properties' expense, in conformity with Regulation S-X of the Securities and Exchange Commission (the "Commission") and any registration statement, report or disclosure statement required to be filed with the Commission.
B. Prior to the Closing Date, the Partnership shall continue to fulfill all of its obligations under the terms of the leases encumbering the Property and under the service contracts and the Partnership shall operate, maintain and repair all landscaping, buildings, fixtures and facilities in accordance with its current practices.
C. The Partnership will cease to market the Property during the term and pendency of the Contribution Agreement. In that regard, the Partnership will refrain from soliciting or accepting any offer from any third party, or initiating any discussions with any third party concerning the sale, refinancing or recapitalization of the Property, until such time as either Home Properties or the Partnership shall have terminated this Contribution Agreement.
D. The General Partner hereby covenants to cause the tax returns to be prepared for the Partnership for the period up to the Closing Date. Home Properties shall make available to the General Partner (and its representatives) promptly upon request, all financial and other information relating to the Partnership which is necessary to permit the General Partner to file any tax returns on behalf of the Partnership for its taxable year ended on the Closing Date, and for such other purposes as may be requested by the General Partner in order to wind up business affairs for the entity and the Partners, and shall otherwise cooperate reasonably with the General Partner with respect to any pre-Closing tax matters.
E. The General Partner shall cause tax returns for the Partnership for the period up to the Closing Date to be completed within one hundred twenty (120) days of the Closing Date. A copy of such final tax returns shall be submitted to Home Properties promptly upon their filing with the relevant governmental authority. Within one hundred twenty (120) days of the Closing Date, the G...
PARTNERSHIP COVENANTS. A The Partnership hereby covenants to the Contributor, Tower and any Designees as follows:
(i) For a period of fifteen (15) years from and after the Closing Date, the Partnership shall not sell, exchange, transfer or otherwise dispose of the Property unless such transaction occurs in a manner as to be tax free to the Contributor and its partners, Tower and any Designees and their respective successors and assigns. After the foregoing 15-year period, Partnership will use commercially reasonable efforts to effect any disposition of all or part of the Property through a I.R.S. Code Section 1031 tax-free exchange or other transaction which does not cause federal income tax gain to be incurred by the Contributor, its partners, Tower, any Designees and their respective successors and assigns. In the event that the Partnership breaches any of its obligations set forth in this Section 26(A)(i), Partnership shall indemnify, defend and hold harmless each of Contributor, its partners, Tower, any Designees and their respective successors and assigns (each an "Indemnified Party" and collectively the "Indemnified Parties") from and against the aggregate federal, state and local income taxes incurred by such Indemnified Party as a result thereof (collectively, "Taxes") plus the Taxes incurred by such Indemnified Party as a result of the receipt of the Indemnity Payment (the "Tax Indemnity Amount"). Any such Taxes shall be deemed to be the amount of gain or income recognized by the relevant Indemnified Party multiplied by the highest actual rate or rates imposed upon such Indemnified Party for such gain or income (assuming it is the last dollar of income or gain) for the year in which such gain or income is recognized. In determining the Tax Indemnity Amount, no effect shall be given to the Indemnified Parties' tax deductions, tax credits, tax carry forwards nor to any other of their tax benefits or tax attributes. The Tax Indemnity Amount shall be payable by the Partnership to each Indemnified Party not later than thirty (30) days following the filing of tax returns for the Indemnified Party for the year in question.
(ii) The Partnership hereby guaranties to Contributor, Tower, any Designees and their respective successors, assigns, and designees that for the Applicable Period (hereinafter defined): (a) the value of each Unit shall not be less than the initial Market Value; and (b) each Unit shall receive or accrue a return on the initial Market Value of not less than ei...
PARTNERSHIP COVENANTS. The Partnership shall have fully performed the covenants set forth in Section 7.2 above.
PARTNERSHIP COVENANTS. The Partnership hereby acknowledges that it has received the request of its general partner for registration of the Purchased Units pursuant to Section 6.13 of the Partnership Agreement. The Partnership further acknowledges that immediate registration of the Purchased Units cannot be accomplished prior to the contemplated delivery of the Purchased Units to the Purchaser at Closing pursuant to the Unit Purchase Agreement due to insufficient time prior to such Closing for preparation and filing of a registration statement with the Securities and Exchange Commission. The Partnership, therefore, hereby undertakes and irrevocably commits to file, as soon as practicable after the Closing, a registration statement under the Securities Act of 1933 as to the Purchased Units and will also prepare and file such documents as may be necessary to register or qualify the Purchased Units pursuant to the registration rights set forth in Section 6.13 of the Partnership under the securities laws of such states as the Purchaser shall reasonably request, and take such other actions in connection with such registration and qualification, consistent with said Section 6.13, as may be reasonably necessary or advisable to enable the Purchaser to consummate a public sale of the Purchased Units in such states. The Partnership will use its best efforts acting in good faith, to cause such registration statement to become effective as soon as possible and, subject to Subparagraph 5(b), will maintain the effectiveness of such registration statements for at least one year, or, if sooner, until all of the Purchased Units have been sold thereunder.
PARTNERSHIP COVENANTS. The General Partner covenants that the Partnership shall:
(a) maintain books and records that show its separate assets and liabilities;
(b) maintain its bank accounts separate from any other person or entity;
(c) not commingle its assets with those of any other person or entity and hold all of its assets in its own name;
(d) conduct its own business in its own name;
(e) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other person or entity;
(f) file the Partnership tax returns;
(g) pay its own liabilities and expenses only out of its own funds;
(h) observe all partnership and other organizational formalities;
(i) enter into transactions with affiliates only on a commercially reasonable basis;
(j) pay the salaries of its own employees from its own funds;
(k) maintain or contract for a sufficient number of employees in light of its contemplated business operations;
(l) not guarantee or become obligated for the debts of any other entity or person;
(m) not hold out its credit as being available to satisfy the obligations of any other person or entity;
(n) not acquire the obligations or securities of its affiliates or owners, including partners, Partners or shareholders, as appropriate;
(o) not make loans to any other person or entity or to buy or hold evidence of indebtedness issued by any other person or entity (other than Historical Advances, cash and investment-grade securities);
(p) allocate fairly and reasonably any overhead expenses that are shared with an affiliate, including paying for office space and services performed by any employee of an affiliate;
(q) use separate stationery, invoices, and checks bearing its own name;
(r) not pledge its assets for the benefit of any other person or entity;
(s) correct any known misunderstanding regarding its separate identity; and
(t) not identify itself as a division of any other person or entity.
PARTNERSHIP COVENANTS. [Each Partnership hereby covenants that, so long as any Outstanding Obligations remain or any principal or interest remains due under the Secretary’s Note:
(1) If an event of dissolution occurs to either Partnership, such Partnership shall promptly reconstitute itself as a limited partnership;
(2) No modifications or amendments to each Partnership’s partnership agreement shall be made without the Secretary’s prior written consent;
(3) No change of the name or location of either Partnership shall be made without the Secretary’s prior written consent;
(4) Except as approved by the Secretary’s Consent, no merger of either Partnership or sale or disposition of assets or either Partnership inconsistent with the Documents shall be made without the Secretary’s prior written consent; and
(5) No election to terminate or to dissolve either Partnership shall be made without the Secretary’s prior written consent.]”
PARTNERSHIP COVENANTS. 10 Section 3.05