Partnership Debt Sample Clauses

Partnership Debt. To refinance certain indebtedness assumed by the Partnership in connection with the transfer and contribution of assets and properties pursuant to the Contribution Agreement and to finance the working capital needs of the Partnership, the Partnership shall enter into the Senior Credit Agreement. The terms of the Senior Credit Agreement and any renewal, extension, modification or refinancing of the Senior Credit Agreement shall require the unanimous approval of the General Partners. Each Partner agrees to use its reasonable best efforts to furnish such certificates, resolutions, legal opinions or other documents as may be reasonably required from time to time to enable the Partnership to borrow funds under the Senior Credit Agreement. The Partnership shall, immediately after the Closing and on the same day that Closing occurs, discharge in full all of the TWE-A/N Indebtedness and all of the TCI Indebtedness.
Sample 1Sample 2
AutoNDA by SimpleDocs
Partnership Debt. No Oil and Gas Properties of the partnerships in which PrimeEnergy Corporation and PrimeEnergy Management Corporation own general or limited partnership interest and which have been pledged to the Agent by the document described in Section 3.1(d) in the Existing Agreement have been mortgaged.
Sample 1
Partnership Debt. The Partnership will endeavor to obtain financing on a nonrecourse basis as to any individual Partner. However, in the event any debt obligation of the Partnership requires a guarantee of a Partner or the posting of a letter of credit, and all of the Partners do not agree upon request of the General Partner to guarantee such Partnership obligation and/or post such letter of credit in proportion to its Sharing Ratio, then any Partner guaranteeing such obligation or posting such letter of credit may receive a reasonable fee for such guarantee or letter of credit in an amount determined by such Partner and the General Partner.
Sample 1
Partnership Debt. Permit or suffer the Partnership Debt to be ---------------- greater than $500,000 at any time.
Sample 1
Partnership Debt. The Partners agree that any offer made under this Article 14 to purchase all of the Interests of an Investor shall include an offer to purchase all of its Partnership Debt.
Sample 1
Partnership Debt. The Company covenants and agrees to use its reasonable efforts to assist MergerCo to cause the Partnership to have no indebtedness as of the Effective Time, if so requested by MergerCo.
Sample 1
Partnership Debt. 32 SECTION 4.8 Acceleration Payments.................................32 SECTION 4.9 Indemnity Agreements..................................33 SECTION 4.12 Trust Assets..........................................33 SECTION 4.13 Tax Returns...........................................33 ARTICLE V...................................................................33
Sample 1
AutoNDA by SimpleDocs
Partnership Debt 
Sample 1

Related to Partnership Debt

  • Partnership Funds Pending application or distribution, the funds of the Partnership shall be deposited in such bank account or accounts, or invested in such interest-bearing or non-interest bearing investment, including, without limitation, checking and savings accounts, certificates of deposit and time or demand deposits in commercial banks, U.S. government securities and securities guaranteed by U.S. government agencies as shall be designed by the General Partner. Such funds shall not be commingled with funds of any other Person. Withdrawals therefrom shall be made upon such signatures as the General Partner may designate.

  • 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.

  • Partnership Property All property, real, personal, tangible, intangible, or mixed, acquired by or contributed to the Partnership shall be owned by the Partnership and titled in its name and such property shall not be owned individually by any Partner. Each Partner acknowledges and agrees that the System and all elements thereof, are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Proprietary Marks are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Partnership shall not acquire or own any land or buildings. Any land or buildings used in the Partnership business shall be acquired and owned by the Company or an Affiliate of the Company and leased to the Partnership at reasonable rates and terms, and such land and buildings shall not be Partnership property.

  • 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.

  • 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.

  • Additional Capital Contributions and Issuances of Additional Partnership Interests Except as provided in this Section 4.2 or in Section 4.3, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.2.

  • Partnership Agreements Each of the partnership agreements, declarations of trust or trust agreements, limited liability company agreements (or other similar agreements) and, if applicable, joint venture agreements to which the Company or any of its subsidiaries is a party has been duly authorized, executed and delivered by the Company or the relevant subsidiary, as the case may be, and constitutes the valid and binding agreement of the Company or such subsidiary, as the case may be, enforceable in accordance with its terms, except as the enforcement thereof may be limited by (A) the effect of bankruptcy, insolvency or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally or (B) the effect of general principles of equity, and the execution, delivery and performance of such agreements did not, at the time of execution and delivery, and does not constitute a breach of or default under the charter or bylaws, partnership agreement, declaration of trust or trust agreement, or limited liability company agreement (or other similar agreement), as the case may be, of the Company or any of its subsidiaries or any of the Agreements and Instruments or any law, administrative regulation or administrative or court order or decree.

  • Capital Contributions and Issuance of Partnership Interests Section 5.1

  • Partnership Name The name of the Partnership is “OZ Advisors II LP.” The name of the Partnership may be changed from time to time by the General Partner.

  • Return of Contribution Nonrecourse to Other Members Except as provided by law, upon dissolution, each member shall look solely to the assets of the Company for the return of the member's capital contribution. If the Company property remaining after the payment or discharge of the Company's debts and liabilities is insufficient to return the cash contribution of one or more members, such member or members shall have no recourse against any other member or the Board.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!