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.
Partnership Interest. The Partnership Interest constitutes all of the issued and outstanding interests owned by the Contributor in the Partnerships. The Partnership Interest is validly issued, fully paid and non-assessable, and was not issued in violation of any preemptive rights. The Partnership Interest has been issued in compliance with applicable law and the relevant Partnership Agreements (as then in effect). There are no rights, subscriptions, warrants, options, conversion rights, preemptive rights or agreements of any kind outstanding to purchase or to otherwise acquire any of the interests which comprise the Partnership Interest or any securities or obligations of any kind convertible into any of the interests which comprise the Partnership Interest or other equity interests or profit participation of any kind in the Partnerships. At the Closing, upon receipt of the consideration, the Contributor will have transferred the Partnership Interest free and clear of all security interests, mortgages, pledges, liens, encumbrances, claims and equities to the Operating Partnership.
Partnership Interest. “Partnership Interest” shall refer, with respect to a given Partner as of a given date, to such Partner’s general partner interest in the Partnership (if any) and such Partner’s limited partner interest in the Partnership (if any), in each case as of such date.
Partnership Interest. The interest of a Partner in the Partnership as defined by the Act and the Partnership Agreement. Partnership Minimum Gain. Gain as defined in Treasury Regulations Section 1.704-2(d).
Partnership Interest. Except as provided in the Borrower Partnership Agreement, no right (contingent or otherwise) to purchase or acquire the partnership interests in the Borrower Partnership held by the Transferor Partnership or the Borrower Corporate General Partner is authorized or outstanding. The Transferor Partnership owns and holds its interest in the Borrower Partnership and the stock of the Borrower Corporate General Partner free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. The Borrower Corporate General Partner currently owns and holds, and, subject to the provisions of Section 9.12 hereof, until immediately prior to Closing will own and hold, the Borrower General Partnership Interest free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. Upon Closing, the Transfer Partnership shall own and hold its interest in the Borrower Partnership 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 Closing, the Transferor Partnership shall assign and transfer to the Transferor Agent all of the issued and outstanding stock of the Borrower Corporate General Partner. Subsequent to such assignment and transfer to the Transferor Agent but prior to Closing, the Transferor Agent shall cause the Borrower Corporate General Partner to assign and transfer the Borrower General Partnership Interest to the Borrower LLC General Partner (as defined in Section 9.12 hereof) free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party, such that upon Closing the Transferor Partnership and the Borrower LLC General Partner will each own and hold a fifty percent (50%) general partnership interest in the Borrower Partnership.
Partnership Interest. Except as otherwise provided herein, the interest of each Partner in the Partnership and in all of the Partnership assets shall be as follows: UHF Investments, Inc. 1% Silver King Broadcasting of Vineland, Inc. 99% Such interest is hereinafter referred to as such Partner's "Partnership Interest" in the Partnership.
(a) The respective capital account of each Partner shall reflect the Partnership Interest of each Partner, adjusted as provided in this Agreement.
(b) Each Partner shall receive the same percentage of the net profits and losses of the Partnership as the Partnership Interest held by such Partner.
Partnership Interest. The interest of a Partner in the Partnership as defined by the Act and this Agreement.
Partnership Interest. The only general partner of the Borrower is the General Partner, which as of the Closing Date will own a 1% general partnership interest in the Borrower.
Partnership Interest. The Partnership Interests of the Partners are as set forth on Schedule A. Partnership Interests will be varied only as specifically agreed by the parties pursuant to the Alliance Agreement, the Investment Agreement and this Partnership Agreement and will not be affected by allocations of Profits and Losses or other changes in Partners’ Capital Accounts. The Partnership Interests shall be updated by the agreement of the Partners to reflect any adjustment of Partnership Interests, set forth on a revised Schedule A and filed with the records of the Company.
Partnership Interest. All assets contributed to or acquired by the Partnership shall be owned by the Partnership. Each Partner shall have a right only to its "partnership interest" (as such term is used in the Act) in the Partnership (an "Interest"), and to the maximum extent permitted by applicable law each Partner waives any right to partition of the Partnership's assets and agrees that it will not seek or be entitled to partition any such assets, whether by way of physical partition, judicial sale or otherwise, prior to the termination of the Partnership.
