Recording of Certificate Sample Clauses

Recording of Certificate. The General Partners shall take all necessary action to maintain the Partnership in good standing as a limited partnership under the Act, including, without limitation, the filing of the Certificate and such amendments and further certificates as may be necessary under the Act and necessary to qualify the Partnership to do business in such states as the Partnership owns property. The General Partners shall not be required to send a copy of the Partnership's filed Certificate to each Partner and Unitholder.
Sample 1Sample 2Sample 3See All (16)
AutoNDA by SimpleDocs
Recording of Certificate. The General Partners shall take all necessary action to maintain the Fund in good standing as a limited partnership under the Act, including, without limitation, the filing of the Certificate and such amendments and further certificates as may be necessary under the Act and necessary to qualify the Fund to do business in such states as the Fund owns property. The General Partners shall not be required to send a copy of the Fund's filed Certificate to each Partner and Investor.
Sample 1Sample 2Sample 3See All (6)
Recording of Certificate. The General Partner shall take all necessary action to maintain the Partnership in good standing as a limited partnership under the Act, including, without limitation, the filing of the Certificate and such amendments and further certificates as may be necessary under the Act and necessary to qualify the Partnership to do business in such states as the Partnership owns property. The General Partner shall not be required to send a copy of the Partnership's filed Certificate to each Partner and Investor. ARTICLE III PARTNERS; CAPITAL Section 3.1 General Partner; Assignor Limited Partner; Subordinated Limited Partner The name, address and Capital Contribution of the General Partner, the Assignor Limited Partner and the Subordinated Limited Partner are set forth on the Schedule. Upon the dissolution and termination of the Partnership (i) the General Partner, on or before the later of the last day of the fiscal year in which the dissolution of the Partnership occurs or ninety (90) days after the date of dissolution of the Partnership, shall make a Capital Contribution to the Partnership in an amount equal to the lesser of (A) the deficit balance, if any, in its Capital Account or (B) the excess of 2.02% of the Capital Contributions of the Investors and Limited Partners (excluding capital contributions of the Assignor Limited Partner on behalf of Investors) over the Capital Contributions previously contributed by the General Partner, and (ii) the Subordinated Limited Partner, on or before the later of the last day of the fiscal year in which the dissolution of the Partnership occurs or ninety (90) days after the date of dissolution of the Partnership, shall make a Capital Contribution to the Partnership in an amount equal to the lesser of (x) the deficit balance in its Capital Account or (y) the amount which it agrees to contribute to the capital of the Partnership pursuant to an amendment hereto.
Sample 1Sample 2
Recording of Certificate. The General Partner shall take all necessary action to maintain the Partnership in good standing as a limited partnership under the Act, including, without limitation, the filing of the Certificate and such amendments and further certificates as may be necessary under the Act and necessary to qualify the Partnership to do business in such states as the Partnership owns property. The General Partner shall not be required to send a copy of the Partnership's filed Certificate to each Partner and Investor. ARTICLE III PARTNERS; CAPITAL Section 3.1 General Partner; Assignor Limited Partner, Subordinated Limited Partner The name, address and Capital Contribution of the General Partner, the Assignor Limited Partner and the Subordinated Limited Partner are set forth on the Schedule. Upon the dissolution and termination of the Partnership, the General Partner, on or before the later of the last day of the fiscal year in which the dissolution of the Partnership occurs or ninety (90) days after the date of dissolution of the Partnership, shall make a Capital Contribution to the Partnership in an amount equal to the lesser of (A) the deficit balance, if any, in its Capital Account or (B) the excess of 1.01% of the Capital Contributions and Limited Partners (excluding capital contributions of the Assignor Limited Partner on behalf of Investors) over the Capital Contributions previously contributed by the General Partner.
Sample 1Sample 2
Recording of Certificate. Upon the execution of this Amended and Restated Agreement and Certificate of Limited Partnership by the parties hereto, the General Partner shall take all actions necessary to assure the prompt recording hereof as required by the Act, including filing with the Secretary of State of the Commonwealth of Massachusetts. All fees for filing shall be paid out of the Partnership's assets. The General Partner shall take all other necessary action required by law to perfect and maintain the Partnership as a limited partnership under the laws of the State, and shall register the Partnership under any assumed or fictitious name statute or similar law in force and effect in the State.
Sample 1
Recording of Certificate. Upon the execution of this Agreement by the parties hereto, the General Partner shall take all actions necessary to assure the prompt execution of an amended and restated Certificate and filing thereof with the Office of the Secretary of State of the Commonwealth of Kentucky, and with the County Clerk of Gxxxxxx County, Kentucky, as required by the Act. All fees for filing shall be paid out of the Partnership's assets. The General Partner shall take all other necessary action required by law to perfect and maintain the Partnership as a limited partnership under the laws of the State, and shall register the Partnership under any assumed or fictitious name statute or similar law in force and effect in the State.
Sample 1
Recording of Certificate. Upon the execution of this Amended and Restated Agreement of Limited Partnership by the parties hereto, the Administrative General Partner shall take all actions necessary to assure the prompt recording of an amendment to the Original Certificate if required by the Act, including filing with the State. All fees for filing shall be paid out of the Partnership’s assets. The Administrative General Partner shall take all other necessary action required by law to perfect and maintain the Partnership as a limited partnership under the laws of the State, and shall register the Partnership under any assumed or fictitious name statute or similar law in force and effect in the State.
Sample 1
AutoNDA by SimpleDocs
Recording of Certificate of Limited Partnership If the General Partner should deem it advisable to do so, the Partnership shall record in the office of the County Recorder of the county in which the principal place of business of the Partnership is located a certified copy of the Certificate of Limited Partnership, or any amendment thereto, after such Certificate or amendment has been filed with the Secretary of State of Oklahoma.
Sample 1

Related to Recording of Certificate

  • Filing of Certificates J. Xxxxxx Xxxxxxxx is hereby designated an “authorized person” within the meaning of the Act, and shall execute, deliver and file the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” shall cease, and the Member shall thereupon become the designated “authorized person” within the meaning of the Act.

  • Issuance of Certificate Upon the exercise of the Warrants, the issuance of a certificate for Warrant Shares (or other securities) shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificate shall (subject to the provisions of Sections 6 and 8 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificate unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificate and the certificate representing the Warrant Shares (or other securities) shall be executed on behalf of the Company by the manual or facsimile signature of the then present Chairman or Vice Chairman of the Board of Directors or President or any Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the then present Secretary or any Assistant Secretary of the Company. The Warrant Certificate shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer.

  • Execution of Certificates The Trustee has caused to be executed, countersigned and delivered to or upon the order of the Company, in exchange for the Mortgage Loans, the Certificates in authorized denominations evidencing the entire ownership of the Trust Fund.

  • Delivery of Certificate A certificate of a Lender or an Issuing Bank setting forth the amount or amounts in good faith necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 2.15 shall be delivered to the Parent Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

  • Transfer of Certificates In the event any Certificateholder shall wish to transfer such Certificate, the Depositor shall provide to such Certificateholder and any prospective transferee designated by such Certificateholder information regarding the Certificates and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate without registration thereof under the Securities Act, pursuant to the exemption from registration provided by Rule 144A.

  • Amendment of Certificate In the event this Agreement shall be amended pursuant to Section 14.1, the General Partner shall amend the Certificate to reflect such change if it deems such amendment of the Certificate to be necessary or appropriate.

  • Cancellation of Certificate On completion of the distribution of Company assets as provided herein, the Company shall be terminated, and the Majority Members (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 2.5 and take such other actions as may be necessary to terminate the Company.

  • Designation of Certificates Designation of Startup Day and Latest Possible Maturity Date................................ Section 2.06 Optional Substitution of Mortgage Loans...........................

  • Office for Transfer of Certificates The Trustee shall maintain in New York, New York an office or agency where Certificates may be surrendered for registration of transfer or exchange. The office of the Trustee's agent at DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041, Attention: Xxxxxx Xxxxx is initially designated for said purposes.

  • Effect of Certificates Any certificate signed by any officer of the Company and delivered to you or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

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