Partnership Payments Sample Clauses

Partnership Payments. In the event that the Partnership pays an imputed underpayment under BBA Audit Rules or an associated amount such as penalties or interest (collectively, a "Partnership Tax Payment"), the Partnership Representative shall allocate the Partnership Tax Payment to the Partners as required under the Code and associated guidance. If no particular allocation is required, the Partnership Representative shall exercise reasonable business judgment in making this allocation. Each Partner hereby agrees to indemnify the Partnership for its allocated share of a Partnership Tax Payment, plus interest thereon at a rate equal to the long-term applicable Federal rate under Code Section 1274(d), computed annually, as of the date the Partnership Tax Payment was made. At the option of the General Partner, the Partnership may collect the indemnity owed by a Partner under this Section 10.5(a)(iii) by withholding amounts that otherwise would have been distributed to such Partner under Section 5. In addition, the General Partner may waive a Partner's obligation to indemnify the Partnership for its share of a Partnership Tax Payment so long as this does not reduce the amount that the Partnership will distribute to the other Partners. If the General Partner waives a Partner's obligation to indemnify the Partnership for its share of a Partnership Tax Payment, such share of the Partnership Tax Payment shall be treated as an expense of the Partnership under Section 704 of the Code.
Sample 1
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Partnership Payments. (a) Amyris shall pay directly to Ginkgo quarterly fees of $793,750.00 (each, a “Partnership Payment” and collectively, the Partnership Payments”) beginning on December 31, 2018 and continuing on the last day of each calendar quarter thereafter, through and including September 30, 2022 “Partnership Payments Term”), regardless of whether the Parties terminate this Agreement pursuant to Section 5.2 (or for any other reason). Ginkgo shall invoice Amyris for such Partnership Payments sixty (60) days prior to the due date for any such payment. All payments shall be received on the date due to the address set forth below: Ginkgo Bioworks, Inc. 00 Xxxxxxx Xxx., Xxxxx 0 Xxxxxx, XX 00000 Attn: or at such other address or the attention of such other Person as specified by prior written notice to Amyris.
Sample 1
Partnership Payments 
Sample 1

Related to Partnership Payments

  • 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.

  • Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • Good Standing of the Operating Partnership; Partnership Agreement The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Maryland and has partnership power and authority to own or lease, as the case may be, and to operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the Operating Partnership is duly qualified as a foreign partnership to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. The Company is the sole general partner of the Operating Partnership. The aggregate percentage interests of the Company and the limited partners in the Operating Partnership as of the most recently completed fiscal quarter for which financial statements have been filed with the Commission is as set forth in the Prospectus. The Seventh Amended and Restated Partnership Agreement of the Operating Partnership has been duly and validly authorized, executed and delivered by or on behalf of the partners of the Operating Partnership and constitutes a valid and binding agreement of the parties thereto, enforceable in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to rights to indemnity and contribution thereunder, except as rights may be limited by applicable law or policies underlying such law.

  • COVENANTS OF THE ADVISOR, CMF AND THE PARTNERSHIP (a) The Advisor agrees as follows:

  • 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.

  • Partnerships, Etc To enter into joint ventures, general or limited partnerships and any other combinations or associations;

  • Operating Partnership Agreement The Operating Partnership Agreement, in substantially the form attached hereto as Exhibit B, shall have been executed and delivered by the partners of the Operating Partnership and shall be in full force and effect and, except as contemplated by Section 2.03 or the other Formation Transaction Documents, shall not have been amended or modified.

  • Partnership Nothing in this Agreement shall constitute or shall be deemed to constitute a partnership between the parties hereto and save as set out herein, neither party shall have any authority or power to bind the other party or to contract in the name of or create a liability against the other party.

  • No Partnership, Etc The Lenders and Borrower intend that the relationship between them shall be solely that of creditor and debtor. Nothing contained in this Agreement, the Notes or in any of the other Credit Facility Documents shall be deemed or construed to create a partnership, tenancy-in-common, joint tenancy, joint venture or co-ownership by or between the Lenders and Borrower or any other Person.

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