Partnership Purposes Sample Clauses

Partnership Purposes. The purpose of the Partnership is to directly, or indirectly through one or more Affiliates (as defined below), acquire, own, hold, construct, develop, maintain, lease, mortgage, encumber, operate, sell and/or transfer, convey or exchange one or more parcels of land and any buildings and improvements now existing or hereafter constructed thereon (collectively, the “Property”) and to enter into and perform any and all other activities as may be incidental or related thereto. To carry out these purposes the Partnership shall, subject to the terms of this Agreement and any other agreement entered into by the Partnership, have and exercise all powers now or hereafter permitted by the laws of the Commonwealth of Pennsylvania to be exercised by a limited partnership formed under the laws of that state, and to do any and all things not prohibited by law in furtherance of the business of the Partnership. Without limiting the foregoing, the Partnership shall have the right, power, and authority to: directly or indirectly, xxx and be sued in all courts and participate in all proceedings; hold, purchase, receive, lease or otherwise acquire, own, improve, employ, use and deal in and with real or personal property or any interest therein; hold title to any or all of its property in the name of any partnership, corporation or other entity, including the General Partner; sell, convey, lease, exchange, transfer or otherwise dispose of or mortgage or pledge all or any of its property and assets, or any interest therein; wind up and dissolve itself as provided in this Agreement; enter into any contract (including any contracts of guaranty and suretyship with respect to the obligations of the Partnership or third parties, including any Affiliates), agreement, undertaking, arrangement, or any joint venture, partnership or association of any kind; incur liabilities, borrow or lend money, issue notes, bonds, and other obligations to any person (including, without limitation, the General Partner and other Affiliates), and secure any of its obligations (or obligations of its Affiliates) by mortgage, pledge or other encumbrance of all or any of its property (including, without limitation, mortgages in favor of or securing obligations of third parties, including its Affiliates, that are cross-collateralized and/or cross-defaulted with mortgages securing the obligations of the same or other parties, including Affiliates), franchises, and income; issue additional securities of any ty...
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Partnership Purposes. The purposes of the Partnership shall be to acquire, invest in, own, manage, sell, and exchange the Partnership Property and such other properties as may from time-to-time be acquired by the Partnership; to reinvest proceeds from the sale or disposition of any assets of the Partnership; and to conduct such other or further business as the General Partner may in its discretion determine. The Partnership may sell or otherwise dispose of all or substantially all of its assets as provided in Section 7.2(b), and any such sale or disposition shall be considered to be within the scope of the Partnership's business.
Partnership Purposes. The purpose of the Partnership is to engage in any and all lawful activities deemed advisable by the General Partner and consented to by the Limited Partner, and as otherwise permitted by law.
Partnership Purposes. The purpose of the Partnership is to acquire (pursuant to the Contribution Agreement), hold, construct, mortgage, operate, sell, lease (pursuant to the Lease and the Lease Documents) and/or convey the Property and any other activities as may be incidental thereto. The Partnership shall engage in no other business without the consent of the Partners.
Partnership Purposes. 2 Section 3. Term of Partnership................................................................................ 2 Section 4. Principal Place of Business; Registered Office..................................................... 2 Section 5. Management......................................................................................... 2 Section 6. Capital............................................................................................ 7 Section 7. Allocation of Profits and Losses................................................................... 9 Section 8. Distributions....................................................................................... 9 Section 9. Admission of Additional Limited Partners........................................................... 10 Section 10. Actions and Compensation of Partners............................................................... 11 Section 11. Transactions with Affiliates....................................................................... 11 Section 12. Books, Records and Financial Reports............................................................... 11 Section 13. Restrictions on Transfer of General Partner's Interest............................................. 12
Partnership Purposes. The purpose of the Partnership is to directly or indirectly acquire, own, hold, construct, develop, maintain, lease, mortgage, encumber, operate, sell and/or transfer, convey or exchange one or more parcels of land and any buildings now existing or hereafter constructed thereon (collectively, the “Property”) and to enter into and perform any and all other activities as may be incidental or related thereto. To carry out these purposes the Partnership shall, subject to the terms of this Agreement and any other agreement entered into by the Partnership, have and exercise all powers now or hereafter permitted by the laws of the Commonwealth of Pennsylvania to be exercised by a limited partnership formed under the laws of that state, and to do any and all things not prohibited by law in furtherance of the business of the Partnership.
Partnership Purposes. The purpose of the Partnership is to engage in the business of operating an ambulatory surgical center (the ASC), and to do all acts or things necessary or appropriate to accomplish such purpose.
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Partnership Purposes 

Related to Partnership Purposes

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

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

  • 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.

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

  • Transfer of General Partner’s Partnership Interest A. Except in connection with a Termination Transaction permitted under Section 11.2.B, the General Partner shall not withdraw from the Partnership and shall not transfer all or any portion of its interest in the Partnership (whether by sale, statutory merger or consolidation, liquidation or otherwise), other than to an Affiliate, without the Consent of the Limited Partners, which may be given or withheld by each Limited Partner in its sole and absolute discretion, and only upon the admission of a successor General Partner pursuant to Section 12.1. Upon any transfer of a Partnership Interest in accordance with the provisions of this Section 11.2, the transferee shall become a substitute General Partner for all purposes herein, and shall be vested with the powers and rights of the transferor General Partner, and shall be liable for all obligations and responsible for all duties of the General Partner, once such transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Partnership Interest so acquired. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor General Partner under this Agreement with respect to such transferred Partnership Interest, and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor General Partner are assumed by a successor corporation by operation of law) shall relieve the transferor General Partner of its obligations under this Agreement without the Consent of the Limited Partners, in their reasonable discretion. In the event the General Partner withdraws from the Partnership, in violation of this Agreement or otherwise, or otherwise dissolves or terminates, or upon the Incapacity of the General Partner, all of the remaining Partners may elect to continue the Partnership business by selecting a substitute General Partner in accordance with the Act. B. The General Partner shall not engage in any merger, consolidation or other combination with or into another person, sale of all or substantially all of its assets or any reclassification, recapitalization or change of its outstanding equity interests (“Termination Transaction”) unless (1) the Termination Transaction has been approved by a Consent of the Partners and (2) either clause (a) or (b) below is satisfied: (a) in connection with such Termination Transaction all Limited Partners either will receive, or will have the right to elect to receive, for each Common Unit an amount of cash, securities, or other property equal to the product of the REIT Shares Amount and the greatest amount of cash, securities or other property paid to a holder of one REIT Share in consideration of one REIT Share in connection with the Termination Transaction; provided, that, if, in connection with the Termination Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than fifty percent (50%) of the outstanding REIT Shares, each Holder of Common Units shall receive, or shall have the right to elect to receive, the greatest amount of cash, securities, or other property which such holder would have received had it exercised its right to Redemption (as set forth in Section 8.6) and received REIT Shares in exchange for its Common Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated; or (b) the following conditions are met: (i) substantially all of the assets directly or indirectly owned by the surviving entity are held directly or indirectly by the Partnership or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the Partnership (in each case, the “Surviving Partnership”); (ii) the holders of Common-Equivalent Units own a percentage interest of the Surviving Partnership based on the relative fair market value of the net assets of the Partnership and the other net assets of the Surviving Partnership immediately prior to the consummation of such transaction; (iii) the rights, preferences and privileges of such holders in the Surviving Partnership are at least as favorable as those in effect immediately prior to the consummation of such transaction and as those applicable to any other limited partners or non-managing members of the Surviving Partnership; and (iv) such rights of the Limited Partners include at least one of the following: (a) the right to redeem their interests in the Surviving Partnership for the consideration available to such persons pursuant to Section 11.2.B(a); or (b) the right to redeem their Common Units for cash on terms equivalent to those in effect with respect to their Common Units immediately prior to the consummation of such transaction, or, if the ultimate controlling person of the Surviving Partnership has publicly traded common equity securities, such common equity securities, with an exchange ratio based on the determination of relative fair market value of such securities and the REIT Shares.

  • Capitalization of the Partnership Subject to Section 8.2, the Partnership is authorized to issue two classes of Partnership Interests. The Partnership Interests shall be designated as General Partner Interests and Limited Partner Interests, each having such rights, powers, preferences and designations as set forth in this Agreement.

  • BUSINESS OF THE PARTNERSHIP The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a REIT, and in a manner such that the General Partner will not be subject to any taxes under Section 857 or 4981 of the Code, (ii) to enter into any partnership, joint venture, co-ownership or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner’s right in its sole and absolute discretion to qualify or cease qualifying as a REIT, the Partners acknowledge that the General Partner intends to qualify as a REIT for federal income tax purposes and upon such qualification the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Charter. The General Partner on behalf of the Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • Partnership The Partnership shall be given days’ notice to purchase the ownership interest under the same terms agreed upon by the potential buyer.

  • Partnership Status The parties intend to treat the Partnership as a partnership for U.S. federal income tax purposes.

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