Restated Partnership Agreement Sample Clauses

Restated Partnership Agreement. At the Closing, the New Partners shall execute and deliver the Restated Partnership Agreement.
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Restated Partnership Agreement. The Restated Partnership Agreement in the form of Exhibit A hereto, duly executed by the Purchaser.
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Restated Partnership Agreement. The Third Amended and Restated Limited ------------------------------ Partnership Agreement of the Borrower dated as of January 30, 1997 by and among Petro, Inc., Xxxxx XX, Xxxxx X. Xxxxxxxx, Xx., Xxxxx X. Xxxxxxxx Xx., JAJCO II, Inc., Xxxxx XX, Mobil and Xxxxxxxxx Investments, and in the form delivered to the Agent on or prior to the Closing Date.
Sample 1
Restated Partnership Agreement. The Company and, to the ------------------------------ best knowledge of the Company and the Partnership, the other parties thereto, each have the requisite corporate power and authority to execute, deliver and perform their respective obligations under the Restated Partnership Agreement; the Restated Partnership Agreement (A) will be substantially in the form heretofore delivered to the Representatives, (B) has been duly and validly authorized and, at the Closing Time will be duly and validly executed and delivered by the Company and will create valid and binding obligations of the Company and, to the best knowledge of the Company and the Partnership, the other parties thereto, and (C) will be enforceable against the Company and, to the best knowledge of the Company and the Partnership, the other parties thereto in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, or other similar laws affecting creditors' rights generally or by general principals of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). The terms of the Partnership Agreement, as amended, conform in all material respects to the description thereof contained in the Prospectus.
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Restated Partnership Agreement. No consideration shall be delivered to the Holders of such Partnership Series B Units in respect thereof.
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Restated Partnership Agreement. In connection with the consummation of the transactions contemplated hereby and as a condition precedent thereto, the Restated Partnership Agreement shall be executed by all of the parties hereto at Closing.
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Restated Partnership Agreement. In connection with the Closing, Purchaser (including its designated general partner) and RAD PROP-II shall enter into the Restated Partnership Agreement pursuant to which Purchaser shall be the sole general partner. The Restated Partnership Agreement shall, among other things include the following provisions: (i) RAD PROP II shall grant a call option (the "Call Option") to Purchaser to purchase all of the Retained Interests and Purchaser shall grant a put option (the "Put Option") to RAD PROP II to require Purchaser to purchase all of the Retained Interests; (ii) the Put Option shall be exercisable during a period beginning three (3) years and ten (10) days after the Closing Date and ending three (3) years and three (3) months after the Closing Date; (iii) the Put Option shall include a purchase price for the Retained Interests equal to (a) $1,631,700 less (b) all distributions made on account of the Retained Interests between the Closing Date and the date of closing under the Put Option; (iv) the Call Option shall be exercisable during a period beginning three (3) years and nine (9) months after the Closing Date and ending four (4) years after the Closing Date; (v) the Call Option shall include a purchase price for the Retained Interests equal to (a) $1,750,600 less (b) all distributions made on account of the Retained Interests between the Closing Date and the date of closing under the Call Option; (vi) if Purchaser is the party to the Put Option and the Call Option, then the Purchaser's REIT Entity shall guaranty Purchaser's obligations with respect to the Put Option and the Call Option, as applicable ("Purchaser's REIT Entity's Call/Put Guaranty"); (vii) prior to a closing under the Put Option or the Call Option, the Partnership shall be required to distribute to the holder of the Retained Interests an amount sufficient for the holder of the Retained Interests to satisfy its tax liabilities as a result of its ownership of the Retained Interests; and (viii) RAD PROP II shall grant a first priority perfected security interest in the Retained Interests to Purchaser as security for its obligation to convey the Retained Interests free and clear of any security interest or other lien upon consummation of the Put Option or the Call Option and the payment by Purchaser or Purchaser's REIT Entity, as applicable, of the Purchase Price therefor. At the election of Purchaser, Purchaser's REIT Entity (as opposed to Purchaser) may be the party to the Put Option and t...
Sample 1
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Restated Partnership Agreement. 2 Revised Net Balance..............................................................................................24
Sample 1

Related to Restated Partnership Agreement

  • Partnership Agreement Units issued upon payment of the Phantom Units shall be subject to the terms of the Plan and the Partnership Agreement. Upon the issuance of Units to the Participant, the Participant shall, automatically and without further action on his or her part, (i) be admitted to the Partnership as a Limited Partner (as defined in the Partnership Agreement) with respect to the Units, and (ii) become bound, and be deemed to have agreed to be bound, by the terms of the Partnership Agreement.

  • 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 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.

  • Amendment of Partnership Agreement Pursuant to Section 17-211(g) of the Delaware Act, an agreement of merger or consolidation approved in accordance with this Article XIV may (a) effect any amendment to this Agreement or (b) effect the adoption of a new partnership agreement for the Partnership if it is the Surviving Business Entity. Any such amendment or adoption made pursuant to this Section 14.5 shall be effective at the effective time or date of the merger or consolidation.

  • Membership Agreement Membership in USA Gymnastics is a privilege and may be (i) denied, withheld, or non-renewed at any time by USA Gymnastics and/or (ii) suspended or terminated in accordance with USA Gymnastics’ bylaws, policies and standards. You agree that USA Gymnastics has the right to deny, withhold, non-renew, suspend or terminate your membership if you engage in any sexual misconduct, or if USA Gymnastics has reason to believe you pose a threat to the safety of athletes or other members. You have read, understand and agree to be bound by this Agreement, the USA Gymnastics bylaws, Safe Sport Policy, SafeSport Investigation & Resolution Procedures, and Code of Ethical Conduct. You are bound by all safe sport rules, policies and procedures whether published by USA Gymnastics or the U.S. Center for Safe Sport (“Center”), as well as all applicable state, federal, and local laws, including applicable criminal laws. You consent to the jurisdiction of the Center. Any discipline imposed by the Center or USA Gymnastics extends to your participation in all aspects of the Olympic Movement. You agree that any disciplinary measure, whether interim or final, whether imposed before or after the date of this Agreement, whether expired or in effect, may be posted on our website or otherwise publicly published and may include information identifying you and describing the misconduct alleged. You authorize USA Gymnastics and its members to disclose, in good faith, any information or honestly held opinions about you, including without limitation any membership records, USA Gymnastics SafeSport or Center information, or other disciplinary information, with any current or potential employer of yours. You further agree that USA Gymnastics may disclose any information provided by, or about, you as USA Gymnastics determines is reasonably necessary to comply with any law, regulation, legal process, or any request by any governmental body or agency, the Center, or the United States Olympic and Paralympic Committee (“USOPC”). TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU FOREVER RELEASE AND DISCHARGE USA GYMNASTICS AND/OR ITS MEMBERS FROM ANY AND ALL LOSS, LIABILITY, DAMAGE OR CLAIM OF ANY KIND OR NATURE, WHETHER KNOWN OR UNKNOWN, WHETHER IN LAW OR IN EQUITY, WHETHER NOW EXISTING OR ACCRUING IN THE FUTURE, ARISING OUT OF OR IN CONNECTION WITH ANY INFORMATION OR OPINIONS DISCLOSED IN ACCORDANCE WITH THIS SECTION.

  • Amendment of Partnership Agreement Meetings Sections 14.1(a), 14.1(c) and 14.1(d) are hereby amended by inserting the words "and 4.8(f)(ii)" after each reference to "4.5(f)(ii)" therein.

  • Ratification of Partnership Agreement Except as expressly modified and amended herein, all of the terms and conditions of the Partnership Agreement shall remain in full force and effect.

  • LLC Agreement This Agreement shall be treated as part of the LLC Agreement as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Operating Agreement The Borrower will not amend, modify, waive or terminate any provision of its operating agreement without the prior written consent of the Administrative Agent.

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